XMen ReEvolution
by LurkerLordX
Summary: What happens when you re imagine X-Men: Evolution. While some parts may be familiar others will go in brad new directions, new characters will be introduced, others will be dropped. And characters from the DCU will work their way into this mish mash world.
1. The XFactor

**Episode 1: The X Factor**

"Welcome to America!" The woman's voice sang cheerily.

The shadowy figure steeped off the plan, his long cloak pulled closer as he maneuvers out of the crowds of people. As he moved out of the group of people and into some privacy their was a pop, a billow of smoke, and he was gone.

"Professor?" a young mousy haired main in ruby shades knocked on the door marked 'Xavier.' Dressed in jeans, t-shirt, and casual sneakers like most days the boy had a modest build, one honed from dedicated training.

"Scott?" Came a kind older voice at the other end, a hint of a English accent, "Bruce is just leaving."

The door swung open silently as Scott entered, The Professor sat in a wheeled chair, his hands folded on his brown suited lap, his head completely bald. Across from him saw a man with a triathlete's build and short black hair, he wore a expensive suit of fine weave but had a warm yet authoritative smile on his face. He looked to only be a few years Scott's senior.

The black haired man and Xavier shook hands before he turned toward the door and smiles at Scott.

"Scott Summers?" the man's voice was deep, controlled, it reminded Scott of the regimental control he kept over himself.

Scott nodded, extending his hand so the man could shake it, "I'm Bruce Wayne, Professor Xavier has told me stories about you." Bruce paused a moment, his voice low, "Did they ever find you're family."

Scott balled his hands into fists and looked downward, his voice was like a bullet exiting the chamber, "No."

Mr. Wayne nodded, cupping Scott's hands in his own, "I'd like to know more about you. If you don't mind. Xavier believes it would be good for both of us."

Scott looked up, ready to explode, what did this playboy know about his pain! The nerve!

Then Xavier spoke, "Bruce lost both his parents to a mugging when he was only a child."

Mr. Wayne's voice dropped to a whisper, hard as ice. "They never found the killer."

Scott's body relaxed reaching out to place a hand on Mr. Wayne's shoulder. "I-I...can relate."

After a moment Bruce smiled, "Nice to meet you Mr. Summers. Care to walk me out?"

"Sure Mr. Wayne."

"Please...call me Bruce."

Scott smiled as they turned and exited. The two quickly striking up a conversation, sharing small talk on nothing in particular until they were beyond the gates. A older gentleman waiting by a black Sedan. Bruce smiling as they walked over.

"This is my butler, Alfred Pennyworth. He's been my closest friend since I was a child."

Scott extended his hand, Alfred extended a white glove and smiled, "A pleasure to meet you sir."

"Summers, Scott Summers."

"A pleasure to meet you Mr. Summers."

"It was a pleasure to meet Bruce."

"I'll visit again soon," Bruce smiled as he slipped into the back seat.

Scott waved, as the sedan pulled away he turned back to the gate. The plaque on the pillar read "Xaiver's School for Gifted Youngsters." but Scott paused, a second line under the plaque catching his eye. 'Supported by a generous grant from the Wayne Foundation.' Scott paused and looked back to the retreating car.

'...It couldn't be...' He thought...

"Let's go! Let's go!" As the cheerleaders do their job the students cheer for the Bayville High football team, a redheaded girl Jean Grey chasing the sidelines as she takes pictures of one Duncan Mathews, quarterback. Bayville has a enormous lead over the visiting team as a young Tod Tolansky, a pale skinned, hunched, and odorous youth helps himself to to some easy cash by picking pockets, a young brunette girl in dark clothes watching Tod with disgust as he makes his way other to her splitting the cash as he holds out a handful to her.

"Want your cut Marlene?" Tod swoons.

She looks away disgusted, "Not if you touched it, Toad."

"Awe come on M, why so cold?"

She snarks a flash of blue/yellow in her eyes punctuating her irritation, "You know WHY Toad." As the glow starts about her hands she gasps quickly running under the bleachers.

Duncan and a pair of friends catch Marlene's jaunt and Tod hopping after her and excuse themselves from the field to follow, Scott catching the same sight and moving to investigate.

"Hey look," Tod whispers as he grabs a few more wallets along the way, "I grabbed some more," tossing the wallets at Marlene's back as she take long slow breaths.

"If you know what's good for you Tod," Marlene's voice going from angry to scared and back with every syllable, "You'll give me some space."

"Yeah she's way out of your league Tolansky," Duncan says cockily as he and his buddies crowd around toad.

One glances down at the discarded wallets and smirks, "Collecting a make over fund Toad?" then laughs.

"Back off Duncan." Scott suddenly interjects.

"This isn't your place Sunglasses at Night, someone needs to show Tolansky his place."

"An you think 3 to one is the way to go?" Scott says adjusting his glasses, crimson energy rimming the edges barely visible.

Toad grunts as he is slugged in the gut, Marlene turning her own eyes, and hands, glowing quite visibly blue-yellow. "Tod!" she shouts.

And then everything went to hell. One of Duncan's cronies freaked, Scott was knocked over, his glasses knocked off which startled Marlene the bio-color energy lancing from her hands, one of Duncan's crew vanishing as the bleachers collapsed and a near propane tank exploded.

The Police and Fire Department arrive shortly, as does a black and gold classic sedan, Xavier it's passenger, a white haired African American woman as the driver. The redhead from before making her way behind the burning bleachers, her voice low, "Humm...it's to hot to touch...at least with my hands."

Raising one hand some of the burning debris rose and moved aside as she telekinetic lifted the ruby shades moving toward Scott who was shivering in a corner.

"You ok?" she said softly moving Scott's hands aside as she slipped his shades on.

"Jean oh wow...I..."

"Shhh, I know," she says softly looking as Scott opens his eyes to see Jean in a world of red as she glances over through the bleachers at Duncan, "Look you better go." She says starting to get up, "I'm glad your alright Scott."

"Jean wait," Scott says suddenly, looking over at the other end of the bleachers where Tod and Marlene are hiding, the later shivering much more then he was. "J-Jean I saw it..."

"Saw what?"

"M-Marlene...she shot something at Kenny and he just...disintegrated...J-Jean," his voice choking, "M-Marlene's...one of us...and she killed someone."

Jean gasped silently, looking toward her as Xavier watched from his car, in particular the lead officer who walk taking with the paramedic and Duncan.

"What happened here?"

"Ugh," Duncan groaned as he cracked helmet was slipped off by the paramedic who inspected his eyes with a light, "I-I can't remember."

"Concussion, seems minor, but there is some memory loss, still we should keep him over night to be sure."

"R-Right." Duncan says half aware.

"Hum," the lead officer says, "Looks like..."

Xavier narrows his eyes as he focuses on the lead officer.

"H-Huh...of course," he says with growing confidence, "Must have been a leak in that propane tank."

"I-Is Kenny alright?" Duncan says with sudden alarm.

The officer checks a notebook in his pocket, "Kenneth Morte? EMT's are still clearing rubble but he hasn't been found yet, no."

"It happened again," Marlene said in a corner, tears rolling down her cheeks, anger flashing for a moment as she glared down at Tod, "You see why it isn't healthy for us to be friends now right? I'm a Man-Eater, don't you get it?"

Tod smile reaching out a comforting hand, Marlene shrank away, "You'll figure this out, and I'll be right there with you."

"Just leave me alone Tod," now back to despondent as tears rolled and she ran, "Before you're next Tod."

As Duncan is moved to the paramedic Jean runs to catch up, as Scott watches, Tod coming up behind him shortly there after, "She didn't mean it...you know...it...just sort of...happens."

Scott turns away, pausing to look up at the sky, "I get that...doesn't change anything."

As Scott walks off Tod crouches, watching him, a unreadable look on his face. As a fly buzzes past Tod shoots out a long green tongue and snatches it up.

"Things are under control, for now." Xavier notes to his driver, "Now, we better hurry, we have a train to catch."

Shortly at the train station Xavier and his Driver look around as passengers exit.

"Kurt?" the woman wonders as a blond boy leaves the train.

"That's not Kurt," Xavier notes looking to a cloaked figure getting off further down track, "This is."

Out of town along the back roads a man rides a bike into a refill station, as he removes his gloves he moves toward a newspaper rack reading the title about the explosion at the school, "Trouble at home," he whispers, before grabbing it.

"You, uh, gonna buy that paper?" the elderly clerk asks nervously.

"'S why I'm holding it, bub. Bottle of water, too. Cold."

The clerk gets the water in a glass bottle nervously, "Warm weather we're having, for this time of year." Setting it down.

The stranger snatches it up, slicing the top of the bottle off with some blade while the clerk's back is turned to the stranger. Downing the entire contents of the bottle and slamming it onto the counter, "Recycle that for me, will ya."

The clerk stares, having missed the whole thing, and only knowing that the upper half of the bottle is sitting on the counter next to the bottom half as the stranger pays with a twenty and leaves without his change, getting back on his motorcycle. From a nearby peek a figure in a leather jacket with claws and yellow eyes grows, and watches the stranger.

The Xavier Institute

"Give it up, Jean, it's hopeless."

Jean is in the bathroom, brushing her hair while using telekinesis to hold up a mirror. "Just a second!"

"C'mon, we're going to be late!" Scott protests.

"Almost done!"

"Do you want me to blow this door..." Scott says reaching for his glasses.

The door opens suddenly, Jean glaring at him.

"...down?"

"So, are we going or what?"

Jean touches Scott chin as she goes making him smile a little. The two passing the Professor's office along the way.

"We're heading out, Professor!"

"Just a minute you two. Come here. There is someone I want you to meet."

Jean and Scott pause then enter the office Xavier, his driver and Kurt (cloak, hood, and all) are waiting.

"This is Kurt Wagner. He arrived on the train late last night."

"Hey, Kurt. This is Jean. I'm Scott. How ya doing?" Scott offers his hand, Kurt looking at it and backing away toward the Professor.

"It's all right, Kurt. You're among friends here."

Kurt steps forward and shakes hands with Scott, his hand is blue, and only has 3 fingers, "Hello." his voice is cautiously optimistic.

Scott glances down and is slightly startled, raising an eyebrow. Kurt quickly withdraws his hand.

"I was just telling Kurt how I made this institute for gifted youngsters. Youngsters whose gifts are not always an asset," Xavier narrows his eyes at Scott, "right, Scott?"

"Y-Yeah," he say scratching the back of his head, "A-about that...I..."

"It wasn't all Scott's fault," Jean intercepts, "Marlene..."

Xavier raises a brow, "And you were going to tell me this when?"

"We wanted to talk to them first."

"Them?"

"Tod Tolansky might have special...gifts...as well," Scott says glancing over at Kurt.

Xavier sighs, "Fine, bring them in, last night was on all the news channels and if they are...gifted they may need training. Fortunately no one was badly hurt in last night's incident and the true cause was not discovered but you must be more careful, all of you."

"Come on, Professor, I'm packing a bazooka behind each eyeball. What do you want from me?"

"Control, Scott!" Xavier says with a authoritative raise of his voice before looking to Kurt, "Scott's eyes project an optic force beam."

Kurt finally lowers his hood revealing a blue face, fur, and pointed ears, "Cool."

"So what about you, Kurt? Got a special gift that brought you here?" Jean smiles.

In a puff of smoke and a pop sound Kurt teleports across the room and swishes his blue spaded tail around, "Maybe."

"I'll show Kurt around while you two are at school."

Bayville High, principal's office.

Tod is sitting in a chair outside the office, watching his feet as he dances them back and forth. After a moment the principal's door opens, "Mr. Tolensky?"

Tod rises, following her into the office. Grimacing she waves her hand in front of her face and moves to a window, "Ugh. Excuse me while I open a window."

While Principal Darkholme is opening the window, Tod hops onto a chair, squatting on the seat in typical toad fashion.

"Ahh. There. So, Toad," causing Tod to smile at the name, "shall we have a talk about your new friend, Scott Summers?"

"What about him? He's cool. If it weren't for him those jocks would have stomped my skull flat."

"Hmmm, yes. As you have noticed, Scott has special powers. There are other like him. We need to know more." Ms. Darkholme vanishing behind him her voice dipping lower, "Much more."

"Uh, well, I don't know..."

Her voice distorting as she suddenly shouts, "SILENCE! You'll do as you're told!"

She grips his shoulder, her hand turning into a purple claw. Turing Tod to face her as she shifts into the form of a sharp-toothed monster.

The mansion, Kurt's new room

"Wow. This bedroom... is mine?"

The room is massive with plenty of room to walk around even with a queen sized bed, stereo, mirror, chairs, desk, and all the amenities befitting a mansion bed room or a expensive boarding school. Kurt is still wearing his robe, with the hood down.

"Of course, Kurt. That's why your parents sent you here. Because they knew you would be happy."

"Happy?" Kurt walks toward the Professor, pausing at the mirror, "How can I be happy when I look like this?" he pauses emphasizing the next point, "I scare people." frowning.

Xaiver's driver puts a small box on the bed.

"Mm, I have a surprise for you, Kurt." Xavier says handing Kurt him a watch. "Put this on."

Kurt slips on the watch with the face facing down, his appearance changing with a blur of progressive scan lines like a TV to a human appearance, five fingers, regular plantigrade legs, Caucasian skin, round ears, no fangs, no tail.

"I don't believe it!" Kurt looks into the mirror with a gasp of joy. Turns checking behind him, then flexes his fingers. "I, I'm normal!"

"Of course you're normal, Kurt. But not because of the Image Inducer." the driver stays reassuringly.

"Storm is right, Kurt. Normal is what you truly are. Never think otherwise." Xavier says as he turns off the image inducer, "This is just a disguise, so you will not be persecuted by those who do not understand your gifts."

"I understand, Professor. But nonetheless," Kurt smiles as he turns it back on, "you RULE!"

Storm and Prof X leave leaving Kurt to looks into the box Storm put on his bed, finding his new uniform.

Bayville High, students are moving around the halls, talking to friends, getting stuff from their lockers. Scott stops at his locker.

A blond boy, a friend of Scott looks over at him as he grabs his lunch from his own locker, "Hey see you in the cafeteria."

"Just grabbing my lunch. Save me a seat!" Scott says as he grabs his lunch and closes his locker, Tod coming up beside him, leaning on the lockers.

"Hey, Summers." Tod spins then backflips up onto Scott's locker. "What's up?"

"Where's your friend...Marlene." Scott looks around; the hallway is deserted, "That's quite a jump."

"She's not what you call a people person," Tod explains off hand, before moving on, "I'm surprised you could see it through them smokies of yours. Here, let me help." spitting out his long, slimy tongue Tod grabs Scott's glasses.

"HEY!" Scott shouts, covering his eyes with his arms, dropping his lunch.

"Whatsamatta, Summers?" tod says shaking the slime off the glasses, "Afraid to, heh heh, open your eyes?"

"Obviously, we both know what will happen if I do." Scott says holding out his hand impatiently. "Now give me back my shades before I go nuclear on you."

Tod rolls his eyes, "Alright! Alright, you as bad as Man-Eater! What were you two separated at birth?"

Scott's eyebrows gow up as he suddenly punches the locker, his eyes held tight, "Don't joke about that!"

Tod throws up his arms in protests as he leaps down slipping the shades back on Scott's head, "Wow, touchy subject, you two really are alike."

Scott raises a brow, "What are you talking about."

Tod lowers his voice conspiratorially as he leans in closer, whispering, "Maybe I shouldn't, she trust me yo...you know."

Scott takes a calming breath, his voice dropping to a whisper as he is lost in thought, "When I was just a kid," tear were building in his eyes, "M...My brother, Alex, and I...t-there was a plan crash...He...I..."

"Y-You lost your brother," Marlene came in slowly, reaching out a hand to comfort Scott but quickly pulled away, rubbing her shoulders.

Scott nodded, "A-any my parents."

Marlene looked away, a mix of pain, rage, and tears in her eyes, "Mine were murdered...t-that's w-why I can't touch any boys..."

Toad started to back off, "You and me, we got somethin' in common, Summers. Maybe not like Man-Eater but we're both special...yo..I'll leave you two to get acquainted but," Tod tongue snatches Scott's lunch as he hops off out a open window, "let's do lunch...get to you know...know each other."

Scott nods but doesn't take his eyes off Marlene reaching a trebling hand to comfort her, she shrinks away with a look of abject terror.

"I'm not going to hurt you Marlene."

"I'm not afraid of you Scott, I'm afraid of me." her voice dropping lower, "My...powers...are very selective..."

Scott pauses a moment before nodding, considering her words, "They only work on men? Is that why Tod calls you Man-Eater?"

She nods.

Scott's voice becomes suddenly much more calm, "Xaiver's, he can help you."

"Xaiver's a man, he can't help me, " Marlene gasps, "Only get hurt...or worse."

"There are women at the Institute, Ms. Munroe for example..."

"Forget it Scott," She says running off, "I won't be responsible for another one..."

Xavier is in his study reading a book when red lights start flashing and the wall opens up to show Cerebro, a metal helmet patched into a console of several keypads, monitors, and other devices. His gaze drawn to one of the screens which has a map of the high school and a blinking red light on it.

"Hm. So, out in the open." he muses just as the phone rings. Pressing a button on his wheelchair answers the line, "Hello, Scott."

From a payphone at school Scott pauses a moment, "Man, Professor, you know it always weirds me out when you do that."

"Sorry, Scott. What are you calling about?"

"These two at school... well, they're kinda like us."

"Hmm, yes. Todd Tolansky, I just picked him up on Cerebro, who is the other one." Xavier opens as he presses a button on the console and compartment opens holding the helmet, Xavier sets it on his head.

"You know him?"

"Cerebro just picked up a reading on him. He must be using his powers openly now."

"Well, he's not the kind of guy I'd really like to share a room with. To put it bluntly, he has the personal hygiene of a dead pig."

"We cannot turn our backs on anyone, Scott. You know that."

"Yeah. I know."

"And this other one?"

"Marlene E. Tarrs, she...is resistant to join us...she seems afraid of hurting me...and you."

Xavier raises a brow as Kurt walk in, in uniform, "How so Scott?"

"What's that thing, Professor?"

Xaiver turns to Kurt a moment, muting his end to Scott, "That 'thing' is Cerebro. It detects the manifestation of special powers, which is how I found you."

Kurt points to picture of Tod on the big screen, "So this guy is one of us?"

"That remains to be seen." Xaiver say returning his attention to Scott, "Sorry Scott you were saying?"

"She says her powers only effect men," Scott pauses looking around and lowering his voice, "She's afraid of..."

"I get the idea Scott...keep trying, we can't force anyone but it sounds like she needs a friend."

"I know professor," Scott says with a sigh, "B-Bye."

As the call ends Xavier reaches out to Storm scanning the mansion until he connects with her mind, 'Storm?'

She is in her room watering her plants with a miniature storm cloud, 'Yes, Professor?'

'There is someone I'd like you to audition for me.'

The mansion, evening

Storm throws open the glass doors on her balcony now in her uniform and soars into the air as Toad hops up to the fence surrounding the mansion grounds, gripping the bars and looks up. "Heh. Cake."

He jumps over the fence and bounds toward the mansion. He stops to look up at the developing storm and sees Storm flying through a break in the trees and the clouds gathering after her. It starts to rain, he scowls, "Whoa. Now that is just freaky."

Storm starts to fire lightning bolts at Toad.

"EEEEK!"

She fires, he jumps, rince and repeat as she leads him toward the main doors where inside Kurt is wandering around. Kurt looks up at the sound of thunder then continues down the main staircase to the entrance. As he gets to the bottom and approaches the door they slam open and Kurt has to brace himself against the force of the wind.

"EEEEEEEEEEK!"

Toad flys through the open door, hitting Kurt. They roll across the floor until Kurt manages to fling him off. They come up facing each other and pace in a circle like a couple of alley cats.

"Whoa! What are you? Some kind of ratty plush toy?"

Kurt sniffing the air with disgust, "Ugh, the name's Nightcrawler. And at least I don't reek like unwashed lederhosen."

"You blue-furred freak!" Toad leaps for Kurt who 'ports away. Toad grimaces at the smoke and tries to wave it away.

Kurt hangs from a huge light two stories up, "As you say in America, Neener, neener, neener!"

"That ain't gonna help you, boy!"

Toad leaps up to the light as Kurt jumps off just before he reaches it and lands on the wall, "You're so slow!" winking.

"Grrrrrr."

"You couldn't catch flies on a windshield!"

Hopping from one side to another the two continue their acrobatic duel, moving down a hallway as Storm flies in through the still open door. Xavier coming down a hall shortly thereafter.

"Tolensky is indeed gifted. He could be one of us." Xavier muses.

"Sometimes, Professor, I feel your good heart blinds even you from the truth. He tried to break into the grounds!"

Kurt and Toad come down a different hallway, continuing to knock things over.

"Over here! No, over here! Over here!" Kurt taunts as he chain teleports.

"I'm going to rip out your pointy tail you fuzzy gecko!" The two doubling back to another big staircase.

"Monkey boy! Come here!"

Toad lashes out with his tongue but Kurt jumps away and Toad hits a window.

"Ha!"

"This test is over. Todd Tolensky does indeed have the X gene. He may stay here if he so desires." Xavier shouts out.

"The only thing I DESIRE is blue boy's fuzzy head!"

Kurt is on another giant lamps as Toad leaps for him, catching Kurt's arm with his tongue before Kurt can jump away. As they struggle on the light for a moment then fall off. Kurt teleporting before they hit the ground, to the surprise of Storm and Prof X.

They reappear in midair in a large metal room, "Vos sever, where are we?"

"You're asking me, fool? You're the one who brought us here."

"I think I am going to regret it, louse!" Kurt points as some giant weapons emerge from the walls to aim at them. The duo quickly bouncing around, avoiding the blasts.

"EEEEEK!"

In the main halls Scott and Jean who are hurriedly getting into uniform as red lights and klaxons blare.

'Scott, Jean! Nightcrawler and Toad have teleported into the Danger Room.'

"Oh man, the Danger Room has automated defenses!"

"It'll attack them with everything it's got!"

'Hurry!'

Kurt and Toad are still bouncing around as Jean and Scott rush in.

"I'll take care of the cannons. You keep them away from the tentacles."

Jean takes flight, "On it!"

The two continue to bounce as Jean lifts Kurt up just before he's caught in a claw tentacle, "You are an angel!"

"On occasion. How about you, are you a demon?" Jean jokes.

Meanwhile Toad is being squished between metal panels until Scott blasts him out, "Tolensky, over here!"

Xavier and Storm finally reach the control room a few moments later, "Automatic override. Voice print- Charles Xavier."

"Confirmed. Shut down in 5 seconds."

Kurt still held by Jean's telekinesis smiles, "Now I get it! It's a training area. Watch." as he teleports to a cannon, "I just pull the plug and- WWAAOOW!"

The cannon shakes Kurt off and begins firing in all directions. One blast hits Scott and Toad and slams them into a wall. Storm hits it with a lightning bolt. Everything else turns off.

"Man, I've seen enough. I am out of here!" Toad says hopping away.

"Tolensky Stop!" Jean says throwing up a hand.

Tod pauses, eyes dilating as he looks back blankly at Jean, his voice hollow, "Alright."

"Jean!" Xavier scowls.

Jean releases her hold and looks on sheepishly, Toad hopping off. "S-Sorry professor."

"What were you thinking Jean," Scott glowers at her, making her shrink away more.

Xavier calms things, "It's ok Scott, things got out of hand...on all ends."

"I blew it, too, Professor. I'm sorry. You've been wonderful but I guess I just don't belong here either." Kurt says teleporting away.

"Nightcrawler, wait!"

"No sweat, Professor. I'll handle this." Scott says rushing out.

Outside the mansion

Toad jumps out a window and lands on a outdoor table. It breaks and he tumbles up to the stranger from the gas stop, who has just arrived, "Going somewhere, bub?"

Toad puts up his fists, ready to fight, the stranger pops metal claws from his knuckles, 6 in all 3 on each hand, Toad cringes.

"Logan, NO! Let him go." Xavier shouts as he wheels out.

A petrified Toad forces a laugh.

"Hrrm." Logan grumbles as he retracts his claws and stands aside. Toad hopping away, mumbling to himself.

Logan sniffs the air, "I came back because I thought I smelled trouble." he sniffs again, "Of course, it could have just been stink boy over there."

"I'm afraid not. Welcome home, old friend."

Kurt appears in the hanger, "Vas ist das?"

"The SR-77 Blackbird. Twice as fast as the SR-74 and with four times the firepower." Scott says walking in.

"Sehr gut. Is it yours? Please tell me you get to fly it."

"It's ours. And if you stick around a while, I'll show you how to pilot this bad boy. So what do you say? Want to be a member of our team?"

"Me? I almost got you killed a few moments ago."

"Yeah... don't do that again. But look, we all make mistakes sometimes. I know I do. That's why we're here. To learn not to make mistakes like that."

"And you don't mind... the way I look?"

Scott laughs, "Dude, just don't hassle me about my shades and we'll be fine."

Kurt smiles, "We have a deal then."

"Come on. I'll show you where they hide the sodas."

Principal Darkholme's office

"I don't believe it! You were actually inside and you RAN AWAY!"

"So I freaked."

"Try again! Apologize, do whatever you have to to get on their team," Ms. Darkholme's voice dropping a octave, "Am I clear?"

Toad swallows hard and leaps out, knocking over his chair. Ms. Darkholme slamming the door behind him.

"AAAARRGH! RRAAARGH!" Ms. Darkholme says as she shifts into Mystique and goes to pick up her chair as Things on her desk start moving around, paperclips starting to dance. A figure floating in the background.

"Don't be so hard on the boy, Mystique. We don't want to drive our ranks into the arms of our enemy...especially when one is going so deep undercover?"

Mystique's voice shrinks, "No, sir. I'll be more careful."

"See that you are."

The paper clips fly into Mystique's face and she shouts, "Aaah!"

"Remember, this is only the beginning."

Mystique pushes open the door to the 'Brotherhood of Bayville Boarding House," which is somewhat rundown 2 story house, "Toad, Man-Eater, show yourselves." Hanging off to Mystique's side is a young girl about 12 at most, her hair straight and loose and dressed in military fatigues. A onyx cat necklace hanging from a gold string around her neck.

"Whoa, new girl!" Tod exclaims hopping over to examine the new girl, "Whose the kiddie Boss lady?"

Mystique smiles patting the girl's back, "This is Nala...Tanker."

Marlene smile, moving closer and wrapping her arm around Nala, "Nice to have another girl!"

"Soooo," Toad says cautiously, "Is she like...gonna explode on us or something...what's a 'Tanker' do?"

Nala smirks, "Let's just say I'm hard to hurt."

"Yo, ain't she a little young for Bayville, is this like Brotherhood Tykes Division?"

"I'm old enough," Nala glowers.

Mystique putts a comforting hand on the young girls back, "Part of her mutation is she appears younger then she is."

"And short," Toad says standing tall and dwarfing Nala in stature.

Nala growls.

"Don't you have somewhere else to be Mr. Tolansky." Mystique growls ushering Toad out to leave Nala alone with Marlene.

"So..." Marlene say to break the ice, "What's your story."

A few days ago.

"This had better be good." Mystique glares at the shadowed figure in the back of the care with her, they had driven out to a scrapyard, "what is it Bast?"

The figure pointed out the window, "Nala kitten show Mystique what you can do."

Nala emerges from behind some rubble as the shadowed woman waves a hand, a tower of rubble wavers before toppling, Mystique gasping as a heavy refrigerator drops toward Nala. She braces herself as it hits. Grunting with effort but holding her ground until she can get the leverage to toss it aside.

Mystique smirks, "Impressive," then glares at the woman, "and your just handing her over to us?"

The woman smiles sharp fangs, "A war is brewing, I intend for my daughter Nala to be on the front lines. But while I can do many things I am not a fighter you and your master are...you can train her."

"And what of Xavier?"

"That's the best part," the woman purrs like a cat, "Xaiver's cant detect her, her mutation is...unique."

Mystique smiles.

the present, the x-mansion

Tod hangs his head low as he approaches the main doors of Xaiver's, as he enters Logan and Scott soon greet him, Tod balances at Logan then smiles at Scott sheepishly, waving his hand, "Hi Scott...that offer still open?"

Scott smiles, "What changed your mind?" his thoughts absently drifting to Jean.

"Heh...heh...it was a crazy d-day...but I know you wouldn't try and hurt me Scott, you saved my life." Tod says slipping a arm around Scott.

Scott grimaces and puts the arm away, "Let me introduce you to the Professor, he can set you up with your room..." Scott pauses, "But I already know he's going to require a extra commitment from you."

Toad swallows hard, his mind drifting back to the purple monster/Mystique, "W-what kind of commitment."

Logan sniffs the air as he joins them with a scowl, "Daily baths for one stink-fly."

Toad looks mortified.

"And this is your room," Storm says waving to another large room much like Kurt's, setting a box on the bed, "We gave your uniform a little work so you look more like a team member."

Tod's eyes water as he looks at his spacious accommodations, "T-this is for me?"

Storm nods, "If we get any more students though you may need to double up. But that's normal for any student. Though for now you have it all to yourself."

Toad hops over to the bed, splaying out, "This is so cool," eyes watering, "I just can't believe it."

Storm smiles, "Welcome to the X-Men Tod."


	2. The XImpulse

**Episode 2: The X-Impulse**

"Give it back!" Kurt in full blue elf form chased after Tod who was waving Kurt's Image Inducer as he ran down the hall.

"Yo it's mine now bro!" nearly bumping into Scott.

"Hey! Watch it Tod! Kurt!"

Tod turns around a corner slipping on the Image Inducer to take Kurt's human form, with a sigh he looks over himself, "Awe!"

With a puff Kurt appears behind him snatching it back, "Ha got it!"

It is night, stormy, a young girl tosses in bed dreaming about flying around skyscrapers until she suddenly falls, accelerating toward the ground, screaming as the ground rushes up on her.

As she hits the ground, she starts awake, lying on her basement floor, her parents come running downstairs to find her crying.

"What happened? Were you sleepwalking?" Her father tries his best to comfort her.

"No! I fell... I just... I fell through the ceiling!"

A red alert signal blares from Cerebro alerting Xavier, "Discovery - Mutant signature. The second detection in this vicinity. Extrapolation complete. Identity confirmed. Name: Kitty Pryde. Residence: Northbrook. Age: 15."

"Now dear, I'm sure you were just having a nightmare." Kitty's mother says calming.

But as her father looks up they see the blankets coming down partially through the floor, "I... don't think so."

"W-What am I? W-What's happening to me?"

Setting Cerebro upon his head Xavier calls the team, 'Prep the blackbird.'

Bayville High where Kurt is running to school, "Ach! Late again." looking around he quickly teleports to a place closer to school. Coming around the corner, he runs into Ms. Darkholme.

"Miss Darkholme!"

"Hmm..." she says grabbing Kurt's Image Inducer Watch, "Watch isn't slow. Must be you. Another tardy Mr. Wagner, and I'm enrolling you in my after-school group."

Scott emerges outside a moment later, "Hey, light a fire under it kid. Your teacher sent me to look for you. Miss Darkholme. Stopped off for another breakfast burger at Gut Bomb, didn't you?" Scott says ushering Kurt inside.

"What can I say?" Kurt jokes, "It's an addiction."

At Kitty's house she is trying to sneak out the front door, book bag over one shoulder.

"Dear... I though we agreed that we you were staying home today?" Her mother says catching her.

"Yeah, well, like, what's the point, you know? You guys don't want to talk about it. And I'll like totally go crazy sitting around here."

"But should you really be at school?"

"Kitty! Where are you?" her father calls from the next room.

"Please, mom. Dad'll make me stay." her voice low.

"Alright, go on."

The X-Jet in mid-flight, Jean and Xavier on board.

"Well, why just me? Why not all of us?"

"Because, you're the one who can connect with this girl."

"Ach, I hope so. But how are we handling the other kid Cerebro spied out, the one in the foster home?"

"Yes, Lance Alvers. Let me worry about that. I'd like you to just keep your focus on Kitty's parents. Remember, you're a model of what we're offering them. No pressure."

"Heh, heh, heh... And to think, I passed up a nice relaxing midterm for this."

At Kitty's front porch Jean and Xavier arrive, talking with her parents, "What are you talking about? How do you know Kitty?"

"Please, may we come in for a moment? We'll answer all your questions and anything you need -" Jean explains but is cut off by the father.

"Excuse me miss, you can talk to us, out here."

"Very well. I think you know Kitty is going through a very unique transition. We simply want to help her through it. Why don't you tell us about last night?" Xavier tries to smooth things over.

"Last night is none of you're business. Please, just leave us alone." Kitty's father says slamming the door on Xavier and Jean's faces.

"Huh, next time, let's just call and get hung up on. Less hassle." Jean grouses.

"You'll need to make contact with Kitty directly, at her school."

Back to Xaiver's Logan is washing the motorcycle when he pauses and looks up and sniffs the air. Nearby his stalker rides into town on his own bike, Logan collecting his uniform and gearing up, "Sabertooth."

Sabertooth, the stalker likewise growls, "Wolverine." as Logan peels out.

"What's up with Logan?" Kurt wonders as he stands around with Scott and Tod.

"Whoa. That man is packing some serious attitude." Scott muses.

"Road trip?" Tod suggests with a smirk.

"Let's go!" Scott smiles, leading the trio into the garage.

"Should we take the x-van?" Kurt says pointing to the black armored van.

"Uh, a lower profile, I think. And cooler, besides." Scott smirks as he hops into a red convertible. "You coming?"

Kurt teleports into the car am Tod leaps in, "Hit it."

The trio peeling out after Wolverine.

Back to Kitty's school, the hallway is busy hallway as students hustle between classes and the bell rings as Kitty opens her locker.

"Riley, Check the Kitty-pity-party."

"Dreading PE no doubt. Probably the only class she's not acing."

"Let's, uh, give her some time off, hmm?"

The two girls walk by Kitty, pushing her into her locker, who shouts in shock, "Ahh!"

"World closin' in on ya, Kitty?"

They duo running off laughing as Kitty bangs on the door, "Hey! Let me out you jerks! Uuh! Open the door! Somebody open this door!"

A guy enters the hallway shaking a can of spray paint. He walks down the hallway spraying a stripe along the lockers and whistling.

"Huh? Hey! Who's out there? Can you hear me? Let me out!" Kitty continues to protest as she phases through the locker and crashes into him. "Ahh!"

The boy now sporting a nice red stripe across his face smiles, "Hey. You see what you just did?"

"What I...uh... I like just fell out."

"Yeah man, right through the door. That is so cool!" he says motioning to the still closed lockers.

"You're crazy." Kitty protests as she tries to run but he grabs her arm.

"No, no. Wait a minute. I'm the one guy around here who gets the beauty of it. 'Cause you're just like me. Really."

Kitty stares at him.

"All right then, check this."

He holds out his hands and concentrates, eyes rolling back as he groans, the area starting to shake, "Gettin' the picture?"

"No, you're just like some freak! Leave me alone!" Kitty protests as she flees.

"You can run but you can't hide. Cause I'm gonna rock your world!"

Shortly outside on the sports field. The two girls are doing stretches, Riley the first to notice Kitty's arrive in her sweats. "And a one, two... Hey, Amy, check who got out."

The Coach blows his whistle, "Pryde, you're late."

"Sorry, Coach. I was, like, um, having trouble with my locker." she says glaring at the girls.

"Alright, you three over to the long jump. Pryde, you're tardy, so you're first."

The guy from before now on the roof wit ha couple friends.

"Shut up with the clodding around." one of the friend's states.

"Stow it Griff. Can we bust in through here or not." looking over at the doors to the administration building below.

"Not. It's wired in through the alarm system."

"Now what, Alvers? We got no way into this stinkin' office and midterms start in the morning."

"Yeah, and exam answers ain't exactly gonna fetch a prime price after the test. Can't you just, you know, make a door?"

"Sure, and have them know we were in? They'll change the tests! I got a sweeter idea." Alvers smirks looking over at Kitty, "Her," and points.

"What? What are you gonna have her long jump through the wall? Come on, get serious." Griff grouses.

"You riding me, Griff? Huh? Are ya?" Alvers giving the place a small shake.

"Sorry man, I - I was just..."

"Whoa, whoa... it's cool Lance..."

"You two losers just line up the customers. I'll snatch the answers."

Back at the Long Jump pit Kitty makes her jumo making good distance but falls on her face, "Uhh... Oof..."

"Reow... Kitty-Kat's got a temper." Amy taunts.

"Take notes, Pryde. This is how athletes do it."

Riley runs and tries to jump only for Alvers to causes a mini-earthquake and nails her with a sand spout mid jump.

"Huh?" Kitty muses before noting Lance waving from the roof of the school. She tries to run away, only to bump into Jean. "Uh!"

Kitty eventually finds her way to the school theater where she kicks a chair and bumps into a table knocking a dish over. When she tries to grab the falling dish and fruits her hands pass right through, freaking her out more, "Whoa!"

Kneeling on the floor Kitty pokes at the bowl making a small echo.

"Kitty? Kitty, are you all right?" Jean says walking up cautiously.

"That rah-rah Riley a friend of yours? Cause, you know, like, I had nothing to do with what happened out there on the sand pit." Kitty says still a little shaken as she reaches for a hanging mask.

"I know, and I'm not Riley's friend."

"You look like you'd be her friend." Kitty says sadly as she holds the mask up in front of her face.

"Kitty, look, there's no need for masks. I know what's going on."

"You, like, don't know anything! Neither does that creepy guy out there!" Kitty says angrily.

"Who? Lance? Forget about him. This is about you. You and your wonderful new gift."

"I don't have any gifts, just a curse."

"Only if you let it be. I'd like to help you understand it. Together we -"

"Look, I don't want any of this." Kitty say stomping her foot in anger, "It's, like, hard enough being normal, you know?"

"Kitty, look, I just want you to watch me for a second. Please?" Jean says calmly as she raises her hand, the mask shakes then pulls from Kitty's hands floating back to the wall.

"Who- How'd you do that?"

"The same way you can pass through walls. Just like you, one morning I woke up and had this power. And trust me," Jean hesitated a long while, "I hated myself too."

Kitty pauses, looking at the haunted look in Jean's eyes, a look even darker then anything she has ever had. "W-What happened?"

Jean takes a seat on the edge of the stage looking down, her voice low, "T-This isn't about me." then her mood slowly raised as she looked to Kitty who sat next to her. "This is about you, Xavier...H...He just wants to help people like...us."

"Piece of advice, Red," Alvers says entering the stage area, "I'm the only friend that girl's gonna need, and I'll be teaching her what's what so you just back yourself off." He offers his hand to Kitty, "Come with me Kitty."

Kitty tenses, "You again!"

"Easy. I won't shake things up, I promise. I, uh, my name's Lance. We should really talk."

"Why can't everyone just, like, leave me alone?" Kitty protests.

"Leave her alone Lance," Jean says narrowing her eyes.

"Hey I thought you were all about helping 'our kind' what makes Kitty so much better then me." Lance says angrily.

Jean rubs her temples reaching out a comforting hand to Kitty, "I want to help both of you, really. But your scaring Kitty."

"He is not!" Kitty protests but is shaking visibly.

"T-Then just let me say my peace then I'm gone," Lace opens, "You feel sick inside every time you think about it, don't you? You want it to go away. But it won't. You're afraid of what might happen. Your parents are clueless, probably ashamed. Being alone doesn't help."

"What, are you, like, reading my mind?"

Jean looks sick.

"No way! It's just that I've been going through it myself. You know, trying to figure it out. But I've learned how to control it. Meet me outside the office in an hour. I'll show you how." Lance says before turning to walk off.

"He's just using you," Jean offers, "You know that right?"

Kitty sighs standing and walking off, "I-I need to, like, think."

As Kitty leaves Jean alone she takes out a cell phone, ringing up the Professor.

"Sounds like Lance could be trouble. If he bonds with Kitty, we may not be able to reach her."

"I agree, and he is reaching her."

"You have to stay with it Jean. I don't want to lose her. Remember, whatever obstacles get in the way, they can be overcome. Xavier out."

Xavier looks down at a flight of stairs with a frown, "Though, some obstacles can be more irritating than others."

Kurt Tod and Scott have followed Logan to a parking garage.

"Got it!" Tod says snatching the Image Inducer from Kurt's wrist as he teleports back into his seat, quickly slipping it on and messing with the dial to change his appearance.

"Ach, I've lost hi-Hey!" Kurt starts before snatching ti back from Tod, "Your going to break it!"

"Hey, hey. Watch the door panel. Their smudge resistant not dent resistant." Scott glowers as the two rough house a bit.

"There," Tod shouts causing a break in the fight as he points up atop the garage where Wolverine stands looking out over the city.

Sabertooth crashes onto the roof a moment later, "Unfinished business, runt."

"Bring in on, pops. Bring it on."

Sabertooth drives at Logan, who dodges to one side, slashing off the front wheel with his claws. The bike careening over the side of the building towards Scott, Tod, and Kurt in the car. Kurt reacts quickly enough to teleports them out just before the bike wrecks the car.

"Oh, my car!"

Sabertooth quickly breaks into a car and hot wires it, driving it up a level toward Logan, "Arrgh!"

Logan is clipped as the car and he falls to the side Sabertooth coming around for another pass, Pinning Logan against a wall, "Ung... Gahh!"

"One shall fall by the other's hand. Our destiny, we can't change it." Sabertooth muses.

"I didn't know you went for that... philosophy mumbo-jumbo."

"Hey hairball! I got your destiny right here." Scott arrives with Tod and Kurt and blasts Sabertooth wit ha optic blast.

"Uuggghh!"

"Raaacckk!" Kurt leaps at Sabertooth and bounces off his chest, "Typical."

"Where you think you're going, Yo." Toad smirks as he trips up Sabertooth with a tongue wrap around his leg.

Sabertooth growls as Wolverine slashes his way free and jump kicks Sabertooth into a elevator, slashing the cables and sending it crashing toward ground level.

Sabertooth growls as it falls, "A taste of things to come, Wolverine."

"Ha! We showed him. We are the X-Men." Kurt says dramatically, putting a arm around Scott and Tod.

Logan growls, storming off, "I don't fight your battles, so don't fight mine."

"He loves us, yo."

Scott smirks, "Oh, yeah, big time."

Outside the administration offices after hours, at Kitty's school Kitty approaching Lance, "How do you take control?"

"By admitting something no one wants to cop to: That we are outsiders. That there is something wrong with us. Hey, don't fret it, embrace it. The way I see it, fate dealt us winning cards, if we play 'em together."

"Nothing's making any sense."

"That's why I'm here, to light your path. And the first step leads us right into that office." Lance points to an administration office.

"Don't do this Kitty," Jean says walking up, "This isn't you."

"Come on Kitty," Lance say takking a firm grip of her shoulders, "Embrace who you are."

Kitty pauses a moment, looking back to Lance, then phases inside the office.

"Heh, heh!" she laughs as she turns around and opens the door, Lance and Jean follow her inside, "Did you see me? Did you?"

"Yeah, wow Kitty, how did it feel?" Lance smiles.

"It was, like, totally unbelievable." Kitty smiles hugging Lance.

"You're making it yours Kitty, once you own it, nothing can own you."

"Is this really what you want Kitty?" Jean protests.

"Are you going to keep talking or lend a hand," Lance glowers.

"I'm here if either of you make the right decision. You can turn back, you can come with me..."

As the three move deeper in Kitty's parents arrive just outside, "Where is she?" her father wonders, "That Jean girl said she was going to be here."

Kitty's mother points to the open doors, "I think she...this isn't like her."

"Come on, let's get out girl back." her father says leading his wife after.

In the office Lance rumanges through desks until he finds the test answers he was looking for, "Heh, heh. Test answers present and accounted for."

"That's what this is about? Cheating?" Kitty says disappointed.

"What did I tell you Kitty," Jean offers looking to Lance, "It's not to late to change."

Lance scowls, "Hey, this crummy school uses these kind of tests to keep us down. No more. We take control." He moves to a computer and sits down, "Now, let's modify some grades. Pryde – P-R-"

"No!" Kitty shouts running to Jean's side as she raises a hand and telekinetically pulls Lance away.

"ENOUGH LANCE!" Jean almost shouts.

"Look, there's no victim here, we're just evening the score."

"This doesn't feel right. I've changed my mind. I wanna go."

"Whoa, Whoa. What are you doing? Come on, Kitty." Lance says reaching for Kitty and grabbing her arm.

"Let go of my daughter!" Kitty father says charging in.

"Far enough, old man. Argh!" Lance says pulling Kitty close as he shakes the place, a bookshelf falling on Kitty's father while Jean is forced to use her powers to prevent a filing cabinet from crushing her.

"No, stop!"

Lance keeps Kitty close, pulling her with him, "They're just gonna confuse you Kitty. We're outta here."

Kitty's mother arrives a moment later as Jean helps free her father, "Kitty, please. We can work this out."

"Let go of me." Kitty demands as the wall collapses.

"We're in control now. We make our own way."

"Aah. Kitty, I pushed you to this, I know. I wanted to pretend that nothing was wrong. I'm not perfect. I'm learning, just like you are."

"Daddy."

"Forget them, come on. I'm bringing this place down."

"You called your gift a curse. If you go with him, I guarantee you it will be."

"Kitty, listen to her!" her mother protests.

"Sweetheart, we love you."

"Time to choose Kitty cat," Lance says shaking things up more, "You come with me or I bring this whole place down."

Tears stream down Kitty face as she nods, the shaking slowing as she follows Lance out, as they are leaving the place shakes again, Kitty phases out of his grip, "You promised!"

"I'm not doing it!"

Before either of them can react the place crumbles around them, Burying Kitty, Lance, Jean, and Kitty's parents.

Professor Xavier's voice beam into Jean's mind 'Jean, your powers, use your powers.'

'I'm trying. It's too much.'

'I'll assist. Keep your mind clear.'

'But Kitty...'

'Keep your mind clear.'

Kitty's Mother looks to the pile of rubble where Kitty and Lance were, "No, K-Kitty..."

"My little girl..."

Later at the school with rescue and fire trucks arrive Jean is sitting with the professor looking tired and haggard, Kitty's parent's look warily at the rubble as a EMT comes over to them.

"We didn't find anyone else in the rubble, I-I'm sorry...maybe they got away somehow?"

Kitty's mother looks dejected, "K-Kitty...where are you."

Some distance away on a hill overlooking it all Lance watches, Kitty is curled up in a ball behind some near bushes, "Their alive Kitty." Lance says sincerely, "L-Look Kitty I'm sorry."

Kitty sighs, she doesn't uncurl but stops shaking, "W-Why did you do it Lance?"

"I didn't, I don't know what happened, sometimes I can't stop them once they get going."

Lance looks way starting to tremble, Kitty stands up slowly wrapping her arms around Lance, "I-Is that why..."

Lance nods, the moment lingering as Kitty hold Lance close, "I-I'm so sorry Lance."

Ms. Darkholme appears from behind the bushes a moment later, "I'd say you've blown your chances at this school, haven't you?"

"And you are..." Kitty says apprehensively.

"Your new advisor. I've made an opening for you at Bayville High. I have much to teach you two..." as she shifts into Mystique, "My young Avalanche, Sprite."

Later at the Pryde home a hooded figure knocks on the door, dropping a note on the steps before running off. A distraught Ms. Pryde opens it and finds the note after a moment.

"Is that Kitty," Mr. Pryde says running to the door as the two read the note.

"I'm alright mom, dad," it opens, "But I have to go away for a while...It's complicated. I was wrong about a lot of things. We were wrong about Lance, and we've been pulled into something way over our heads."

"You always taught me to be a good person, to help people who are hurting, well Lance is hurting, bad, and I think without a friend he ca trust he's going to do something he's going to regret, something I can't just phase him out of."

"I'll keep in touch.

Love, Kitty."

Ms. Pryde wipes tears from her eyes as Mr. Pryde holds her close, "Oh Kitty."

Jean and Xavier return to the X-Mansion with defeated looks, Scott, greets them and Tod and Kurt fight over the Image Inducer.

"Didn't go to well I take it." Scott says comforting.

"We lost Kitty and Lance." Jean says retreating up the stairs to her room.

Scott following, the two vanishing down the hall, "It'll be alright Jean."

Xavier turns to Tod and Kurt as his expression firms up, "What are you doing Wagner, Tolansky?"

"Yo Prof," Tod injects as he grabs the Image Inducer and slips it on his wrist, "I just want to fit in like rat boy but he wont share."

"Come with me Tod," Xavier says firmly. Tod hopping over as Xavier slips the Image Inducer off and tosses it over to Kurt, the two moving off.

"What do you have to hide Tod?"

"Isn't it obvious Professor, no one likes the Toad, I want to make a fresh start yo. How is that any different from blue boy?"

Xavier glances back to see Kurt is gone, "Kurt scares people, or so he thinks. He thinks he's a freak, a monster. He is very...fragile...I know you can relate to that toad."

"Yo you in my head Professor?"

Xavier smirks and shakes his head, "I don't need to read minds to know how teenagers think, I was one once too."

Tod laughs, "Yeah like a million years ago, its tougher now."

Xavier nods, "Maybe it is, maybe not. And I will admit I never knew what it was like to be a outcast. I was like Jean and Scott, part of the popular crowd." Xavier pauses and looks down at his chair, "Even a athlete."

Tod wisely keeps his mouth shut as he looks at the Professor's chair.

"But I made my fair share of mistakes as well. But if this is really what you want Tod you could have just come to me. That is why we are here."

"What are you saying Professor?"

"I'll get you your own Image Inducer Tod. But like with Kurt it is only a crutch, a stepping stone. One day I want both of you to walk out of this school proud of who you are."

Tod smiles, "Thanks Professor."


	3. Rogue Recruit

**Episode 3: Rogue Recruit**

At a party teenagers dance as music plays, but one girl, pale, with a white stripe in her auburn hair is standing out on the balcony looking longingly at the action inside. Sighing as two guys come outside and talk a little ways from her.

"... Body snatchers. That's the only explanation, man." one of the boys jokes to his blond haired friend as they look over at the girl, their voices low, "My good buddy Cody is now a pod person. Gone in an evening from bad to sad, flame to lame. Nurse, he's coded! Personality paddles, stat!"

"Oh, come on. I'm just, you know, picking my moment. Taking it slow."

"Cody, I've seen glaciers move faster. There she is, the girl you've been staring at all week. Please tell me you at least know her name."

Cody shrugs.

"You lame-o! This ends now, come on." he grabs Cody's arm, pulling him towards the girl.

"Ty... I -"

The girl turns looking at the boys curiously, "Huh? Can I help you?"

"Uh... Dance. I mean, would you like to? With me, that is. Together, uh..." Cody flounders.

"I'm really just hanging out here and..." Looking downcast the girl gives Cody a break and sighs, ""Aw, hey, why not? After all, where's the harm in one dance?"

As they head inside to the dance floor Cody and his friend Ty high five.

Some distance away at the home of a older blind woman she suddenly gasps, images of the girl and Cody flashing quickly through her mind, "No! Don't touch him! Oh, my dear child."

But back to the party the two have begun to dance.

"Get closer. Make your move." Ty ushers, bumping Cody, who knocks into the girl both falling over each other..

"Uh!" they grunt together.

"Hey, I'm sorry." Cody offers sincerely, offering a hand to help the girl up, taking a firm grip of her bare wrist.

Both suddenly seize up as Cody and the girl scream, Cody falling to the ground in a faint while the girl looks on in horror, flashes of Cody's life flooding her mind. "My head. These images. What's happening to me? What am I? Who am I?"

The music screeches to a halt as Ty shakes Cody trying to get any response, "Cody? Cody? What's wrong?" angrily he turns to the girl "What did you do to him?"

"I, uh I!"

"Hey chill out man she spazzed out as well," another boy say helping pull the girl to her feet, in a confused panic she runs off, a few try to block her, the girl twists spinning around like a linebacker as she pushes her way through.

"Uh! Whoa." Ty looks confused as she runs out, "I thought only Cody had moves like that."

The boy who helped the girl stand runs after, as she darts through the street, "Hold up you should see a doctor!" he calls out just as a car comes around the way to fast to stop.

Back to the house of the blind seer, now she is on the phone speaking to another woman, "That's not what I said. I see pathways, probabilities. I predicted what form her mutant powers would take, Not when they would manifest. Yes, I did take precautions. The phony skin condition. The way she dressed. But she's a teenage girl, I couldn't keep her in isolation. Of course you're coming, I know. And the others? Xavier's team? They're coming too."

In the attic of the X-Mansion a figure in a black catsuit is crawling out of the air vents.

"Impressive. You got past the automated defenses by using the air vents. By you won't get past me!" Storm say dropping down in front of the intruder, wind blowing through the windows. The figure hopping back into the vents.

"Testing me, hmm? All right then, it's time you remember why they call me Storm."

Clouds take shape outside the mansion, Thunder crashes as lightning strikes. Water floods down the down the chimney and into the vents, knocking the ninja into the danger room.

"Whoa!" a low voice growls.

"You look a little flushed. And the forecast isn't good." Storm muses from inside the control room. The Ninja leaps, only to be pushed back by wind, but the ninja makes a quick turn the ice deflecting around and to the side.

"Now that... was cold."

"Then let's warm you up." Storm say pushing a button.

Cannons come out of the wall and start firing. The ninja jumps and dodges, spinning around he brings his hands up in frotn of him destroying the cannon with a sudden torrent of water.

"Gotta connect first. Got any other party tricks?"

This time blade move toward the figure who back flips out of the way, freezing the blades in their tracks before shattering them.

"Stop! It is, at the moment, as much as we can afford, Sub-Zero." Xaiver's voice booms in the ninja's mind.

The ninja rises, pulling of her mask, she is a blond teenage girl. "You wanted a demo, you get a demo."

The Danger Room powers down as the woman makes her way up to the control room as Scott, Jean, Tod, and Kurt meet the new girl.

"Is that "demo" as in demolish or demonstration? What was the point?"

"The point, young Cyclops, was to teach you something about finding the weak points in sophisticated security systems."

"Nice work Tori," Logan enters next, smiling at the new girl, then looks to Scott, "That's right, bub. And I'd say ours needs a little work."

Kurt hangs upside-down from the ceiling eating popcorn, "That was tight! I give it two thumbs up."

"The vents were pretty easily breached. Gonna need to fix that. Maybe electrify 'em or install poison gas sprayers."

"Wolverine..."

"Alright, alright. Knock out gas then."

Tod shivers, "Yo isn't this like a bit much?"

"Relax Tod, it's all in good fun," Kurt says ports to right beside him, then to the other side holding out his popcorn to her with his tail "Popcorn?"

Tod takes a handful and munches on it.

Xavier enters the Control Room a moment later, "X-Men, we have an emergency. Scott, get the blackbird prepped for launch and since it's the weekend, assemble the full team."

"Yes, sir. What's the mission?"

"Cerebro has detected a new mutant in Caldecot County, Mississippi. My mental impression of the scene indicate a highly disturbed individual. Our mutant is a danger to herself and possibly others as well."

At that moment the girl runs out in front of a car. It swerves and hits a lamppost. The driver gets out screaming at her, "Hey! What are you, nuts? Crazy kid!"

"We have a Rogue."

"Want a hand?" Tori offers.

Scott looks to Xavier, he nods, "Feel free Sub-Zero."

Shortly The Blackbird takes off with everyone inside save Xavier, vanishing into the night sky.

"Stealth mode stable, levelling off at 10,000 feet." Kurt says at the controls, Scott at his side.

"Steady. Now hold it right there, and... you've got it. Nice job, Kurt. You'll make a pilot yet."

"Thanks." Kurt smiles and begins to fly with his feet, resting his hands behind his head.

Scott stares, "Or maybe not." then shakes his head, "I've logged our flight plan with the FAA. We're cleared through to Jackson. We'll take the van from there."

"Good. You're picking up logistics quickly, Scott." Xavier says calmly.

Sub-Zero looks over to to Jean, "Scott seems so together. So cool...and he's kinda cute."

"Cute? Uh, stiff, maybe, exacting, definitely, but - hmm, you know... from a certain angle..."

Catching the conversation Kurt is not happy, teleporting to the nose of the blackbird he stands up prode and strong...for about a second before the windshere knocks him into the windows, he 'ports again and rolls into Sub-Zero's lap. "Aaahhhh!"

"Kurt, the blackbird is not the place to be fooling around. You frightened Tori." Xavier scolds.

"Sorry Tori."

"As if. Scorpion was more scarry then you," she shivers, then gets up and walks to the front, "freaky bone faced _thing_."

Logan huffs "Kids."

A plane lands and taxis over to a limousine where Ms. Darkholme gets out and into the car and next to the blind woman.

"You made good time, Raven."

"Our organization's mysterious founder has certain resources, Irene." Ms. Darkholme shifts int Mystique, "What happened? I left the girl in what I _thought _was your safekeeping."

"At the school dance, her mutant powers manifested and she accidentally made physical contact with a local boy."

"Absorbing his memories and physical abilities. Wonderful. We keep her hidden away in this backwater for the better part of 5 years and in 5 minutes it all falls apart. We cannot lose her, especially not to Xavier. She possesses the potential for limitless power. You can see the future, Irene, where will she go?"

"Home... or what she thinks is home..."

At Cody's home Rogue is outside having more flashes of Cody's memories. Walking up to the door she reaches under it to where she knows the key is hiding and she let's herself into the house.

The X-men are sitting in a car outside of the hospital.

"This really necessary?" Logan grouses.

"Yes, Logan. The boy, Cody, is the key to finding our Rogue, but he's unconscious and his mind is elusive. To isolate his memory patterns, I need someone on the inside." Xavier says.

Inside Jean walks into Cody's hospital room wearing a uniform. He is lying in bed, his parents at his side. Ty is pacing around the room.

"He'll be okay, right? You'll help him?"

Jean places her hand on Cody's head, "Yes, he will."

Mystique's limo pulls up outside Cody's house.

"Now what? You won't hurt her, will you? After all, Raven, she's your-"

"I know, Irene, I know. Trust me, she will come to us willingly," Mystique smiles as she morphs into Wolverine, "given the right incentive."

Now in Cody's room Rogue looks through his yearbooks, quite confused, "All this is me? Uh, mine?"

She puts the book down and walks to the mirror, "But which me am I? What happened to me. Am I Cody or..." In a fit of anger she knocks everything off his dresser, "Uhh! Uhh!"

The door bursts open as 'Wolverine' stalks in.

"Who, who are you and what do you want?"

"You, girlie! I want you." 'Wolverine' lunges at her but she doges and he crashes into a closet.

"Aah!"

"Stand still and I'll make it quick. You're dealing with the X-Men now and you ain't got a chance."

Rogue picks up a board as a weapon and hits 'Wolverine' with it, "X-Men? I don't understand. I just want you to leave me alone."

'Wolverine' howls and chases Rogue down the stairs, "One more turn of the screw," he smirks as he morphs into Storm and continues the chase outside "and you'll come running into my arms."

Logan, Tod, and Kurt are walking through an alley behind Cody's house.

"This is wack yo."

"The prof says the girl's mind is confused and difficult to pinpoint. So keep lookin'." Logan say sniffing the air.

"Vas? Got a scent?"

"Yeah, I smell fear."

A short distance away Rogue runs across a backyard and hops a fence 'Storm' hot on her tail.

"One well-placed lightning bolt," she smirks as she throws a small explosive device at Rogue's heel, "one ex-mutant."

"Ahh!"

Rogue hits the ground and rolls to Irene's feet.

"Marie it's me Irene. Try and remember."

"Uh, who? Wait-Irene, yes, but... I'm so confused. Strange thoughts in my head," Rogue's mind flashes with memories of Mystique as Wolverine and Storm chasing her, "People chasing me."

"Easy, easy, honey. The police are coming. The X-Men will not risk a confrontation."

"The X-men?"

"Yes, mutant hunters. Now hurry! I have a friend who can help you. I'll take you to her." Irene offers holds her hand to Rogue who takes it.

"I don't know, all this is happening so fast. I don't -" just as Logan, Tod and Kurt run towards her, "It's him! The one who attacked me! Run, Irene, run!"

Rogue pulls her hand away, leaving her glove in Irene's hand as she flees.

Logan runs by, "Yeah, that's gotta be her!"

Rogue scrambles back over the fence, "Please leave me be!"

Kurt quickly ports in front of Logan, "Wolverine, wait! She seems to be terrified by you. Let me try."

"Ah, okay, kid. Just don't mess up, capice?"

Kurt salutes "Yes, sir!"

"I'll go find the prof. And squirt, put on your best face."

Kurt smiles and gives two thumbs up.

"No sense freakin' the poor kid out any more than she already is."

Kurt turns on the Image Inducer.

"And keep an eye on stink-fly here."

"Hey!"

In a nearby park Rogue stops to take a breath, Kurt porting to the tree swing right beside her, "Guten tag, frauleine."

Rogue gasps.

"Please, don't be frightened," Kurt says disarmingly as he ports to right beside her.

"What do you want?"

"To help you. We're the good guys, especially me."

Top somersaults over the fence to where Kurt and Rogue are "'Stink-Fly'? I'll show him."

"I was like you once: Alone, unsure of what I was, afraid to show my face," Kurt slicks back his hair wit ha smirk, "Can you believe it?"

"She doesn't look so tough to me, yo." Tod says lashing his tongue.

"Tod, no!"

Rogue has flashes of Cody's wrestling days spins and pinks Tod, licking him in a backside grip until her bare hand presses against Tod's neck as Tod struggles with consciousness Kurt rushes over and grabs Rogue. The ensuing struggle of the three causes Kurt's Image Inducer to go out. Rogue rolls free looking down at the unconscious Tod then up to Nightcrawler.

"Oh! Uhh!" Rogue reaches out and touches Kurt's face curiously, "Ah!"

As Kurt passes out Rogue teleports, she reappears in the cemetery.

"What just happened? Where am I? And ich verstenen deutscher. I can speak german? The fuzzy one - Kurt. I'm him. A-And the slimmy one...T-Tod...Toad. Just like I was Cody. I think I'm catching on now. But how did I-?"

Rogue begins teleporting around the cemetery at will. And even laughing. Suddenly, she ports to a stone bench that collapses under her, as she fall she start sobbing.

"Ahh! Uhh! When is this all gonna end?"

At the alley with Xavier, Tori, Scott, Jean, and Storm.

"Odd, the trail seems to have gone suddenly cold. I can no longer read Cody's brain wave patterns."

"But if he's gone, then-"

"Then it may simply mean that the effect of transference is temporary. Our problem now is how to find the girl."

Logan hops over the fence and joins them, "Try about 10 gardens due west. Kurt's trying to keep her from bolting."

"Then we must make haste."

Hurrying to the garden the group find Tod and Kurt unconscious, Jean runs over putting a hand to Kurt and Tod's foreheads.

"Are they?" Tori wonders worriedly.

"I'm not sensing anything, it's just like Cody."

"They we may have a chance," Xavier says putting a hand to his temples.

Logan growls and pops his claws, "Grrr. This is my fault. I shouldn't have left the little squirrel in charge."

"I'm getting a clear reading now on Kurt's brainwave patterns. She's more focused each time she uses her power. You four go ahead, I'll guide you."

Back at the cemetery, Mystique approaches Rogue with a calm demeanor, she jumps ready to bolt.

"I'm not your enemy!" mystique says throwing up her arms, "Irene sent me."

"W-Who are you?"

She extends her hand, "I'm Mystique, a friend, come with me...I can help you."

Rogue cradles her hand, "Do, do I know you? Uh, these memories, I'm so confused."

"Your head will clear in time," Mystique looks around quickly, "But we must make haste before the X-Men catch up with us."

A Look of abject terror fills Rogue's face as she run's into Mystique's arms, both cautious of the the bare hand, Mystique leading her away at a brisk pace, then in a pop they both vanish. As the X-Men arrive at the cemetery.

"Where is she professor," Scott telepathically sends.

"She has moved out of my range, without Cerebro-"

"Mystique," Logan snarls as he sniffs the air, "She can change her body, but not her scent."

"Then we have to go after her!" Tori argues.

"I agree, but without a lead our more pressing concern is our own. I have a feeling this is not the last we have seen of our little Rogue. Besides the girl must come of her own free will or not at all."

Logan growls, "I don't like this Charles, we lost her too easily."

"With Kurt's power they could be anywhere in a 2 mile radius, more if they made any more jumps. Even you can't track something that leaves no scent between stops."

Over at Cody's hospital room he begins to stir.

"Whatever this was, try to shake it off quick, ok? The game against Jackson is next week, and the last thing we need is Stevens taking your position." Ty says trying to get more confidence back in Cody as he shakes his head.

Cody smiles, "Marie."

"What?"

"The girl, I just remembered her name, it's Marie."

Ty laughs.

Shortly later in Ms. Darkholme's Office, "Welcome to Bayville high. I'm sure you'll be very happy here... Happy and safe."

"Sure. Thank you." rogue says as she leaves with a unsure smile.

From the shadows a figure looms behind Ms. Darkholme, "The girl has great power. She is a fine addition to our side."

"Yes. We were lucky to get to her first."

"Indeed. You are certain any residual memories of the true X-Men have faded?"

"Positive."

"You ok in there Rogue?" Marlene knocked on the door of Rogue's room at the Brotherhood Boarding House, when there was no answer she let herself in.

Rogue was curled up in her bed, Marlene made her way over taking a seat, only for Rogue to shrink away, she looked lost, "What's your power?"

Marlene looked away, "I'm a Man-Eater."

This got a raised eyebrow from Rogue.

Marlene held up her fists, letting them glow a moment before resting a hand on Rogue's shoulder, "I create bursts of power, they...disintegrate...men. So you see I can relate to what you're going through."

Rogue uncurls slowly, wrapping her arms around Marlene, "I-I just don't know what to do."

"Do whatever you want," Marlene smiles, "That's what the Brotherhood is all about, we don't judge. And we don't take orders..." she pauses a moment looking to the door, "Well except from Mystique, but she pays for the place and the food so it's a small concession. The rest of the time we just do what we want."

Rogue smiles halfheartedly, "Tanker, Sprite, Avalanche aren't to many boys around for you to eat, guess the Brotherhood is the right fit for you. But I dunno about me...I just want to be left alone."

Marlene looks away again, "We do have one more but he's deep undercover with the X-Men."

Rogue shivers, "I feel sorry for that guy."

Marlene smiles again hugging Rogue as she pulls her to her feet, "Come on Nala's cooking up some lunch, why don't you join us."

Rogue smiles and follows, passing Kitty in the hall along the way, Kitty smiles, "Nice to see you, like, out of your room Rogue." Moving closer Kitty takes Rogues arm in her hands, "You know if you ever need someone to talk to I'm here."

"You blow things up with your powers two?" Rogue asks apprehensively.

Kitty phases through the floor and comes up in front of them on the stairs, "No," she glances over at Lance, "Some of us just like to help our friends."

Rogue smiles, "So your not all a bunch of time bombs," she gives a relived sigh.

"Nah," Kitty smiles, "Just Lance and Marlene, Nala's just, like, made of iron or something. I swear Lance brought a building down on top of her during training and she, like, walked away without a scratch, you know."


	4. Mutant Crush

**Episode 4: Mutant Crush**

Caldecot County Hospital, ER wing, a familiar young man lies bandaged in a hospital bed. A doctor is checking the IV equipment when another enters shortly there after. The new doctor is African American and bares a striking resemblance to the patient.

"How is Victor doing?" the seconds ask with concern in his voice, eyes darting back and forth between the first doctor and the patient.

"Not good I'm afraid Dr. Stone. When the car crashed into him it wrapped them both around a tree, virtually every bone in Victor's body was shattered and several organs punctured. All we can do is ease the pain until-"

Dr. Stone put of his hand to cut the first off, "Let me have my son," tears in his eyes, "L-Let him die at h-home, you know I have the equipment to keep him comfortable. Let him at least be with family."

The first doctor nods, turning to leave, "I'll make the arrangements."

Slowly Dr. Stone took a seat next to his son holding his hand comfortingly, his voice low, "Don't worry son, I'll save you...at any cost."

At a monster truck rally a behemoth of a truck rolls over several cars to a roaring crowd before a large arm emerges from the drivers window to wave to the people.

"All right, let's hear a big cheer for the lady of monster trucks, Shirley Ray!" the PA announces as Shirley's truck engine growls, "And now, ladies and gentlemen, the main attraction of the evening. Let's give it up for the world's strongest teenager, Fred 'The Blob' Dukes!"

The crowd cheer even louder as a large teen boy with a Mohawk and a white jumpsuit suitable for Elvis and Evil Kenevil put together emerges on the scene, wrapping heavy chains around each arm, each chain tied to a different monster truck. Fred growls.

"All right, Fred. Let's show 'em what you got!"

Fred grunts, the engines of the trucks rev before they pull away, each in a opposite direction, "Hyah!" Fred shouts as he pulls the trucks together. The force enough to launch him skyward. As the two truck crash he lands on their back ends and takes in the cheers but the moment ends quickly as he loses his balance and falls. The crowd cheers turning to laughther. "Oh...Yeow...Whoa! Grrr."

Fred turns to the laughing crow with building rage, "STOP. LAUGHING. AT. ME!"

Shortly in Fred's is dressing room he rage still hasn't abated and he is destroying the place as Principal Raven Darkholme enters.

"Grr! Rraahhrr! Rr hyuh! Grrr!"

"Something wrong?" Ms. Darkholme says calmly.

"Yeah. These small-town hicks. They've laughed at me for the last time. I'm getting out of here for good!"

"That could be arranged. In fact, I know somewhere where your talents would be truly appreciated."

"Listen, lady, if you're from the circus, you can forget it!"

"Oh, no, no, no, no. I have something far more interesting in mind. Care to hear more?"

"Huh. Yeah, sure. Why not? Grr."

He shuts the door as Logan and Jean arrive outside, Logan balks a moment at the sight of Ms. Darkholme.

"Can I give you a lift." Mr. Wayne says passing Tori as they leave the institute.

"I wouldn't want to trouble you." Tori says with a smile, now dressed in casual clothes.

"No trouble at all," Mr. Wayne offers slinging Tori's bag over his shoulder as they come to his limo, Alfred waiting to open the door.

"Going back to high school at your age are we sir?" Alfred's dry humor not lost on anyone, his only other reaction a raised eyebrow. "Shall I swing by the Galleria to pick you school supplies." Before opening the door for the two to get in.

"So what was it like," Bruce opens casually as they begin driving off.

"What was what like," Tori asks confused.

"The Mortal Kombat Tournament?"

Tori falls silent a long while, her voice dripping with venom, "We won."

Bruce pauses, putting a hand on Tori's shoulder comfortingly, "You lost someone? Didn't you?"

Tori holds back tears as she balls her hands into fists, "Two...Ermac and Tremor."

Bruce's tone softens, "I-I'm sorry...I trained with the Lin Kuei for several years when I was younger...they are a strong, noble Clan."

Tori's eyes grow harder, "Not any more."

Sensing the building tension Bruce quickly changes the subject, "So how do you know Logan?"

"He's one of us."

Sensing things can only get worse Bruce changes subjects again, "What do you know about Scott Summers, is he still up for adoption, I know it's a bit late but."

Tori's tensions start to ebb and she starts to smile again, "Wow you start late, just skipped the entire 'raising' part of being a parent didn't you."

Bruce laughs, "Scott and I are two of a kind, I'm sorry I didn't know about him sooner and I know he's almost a adult but that only makes it that more important. He's going to be having his own life soon, I want to give him a leg up."

Tori looks Bruce up and down critically, "You're the son of THOSE Waynes?"

Bruce nods.

Bayville High, Ms. Darkholme's office.

"And this will be your schedule for the semester. Any questions, Mr. Dukes?"

"I don't know if I can do school again. I didn't much fit into the other ones." Fred say nervously rubbing the back of his neck.

"You won't have that trouble here. As the principal, I can make sure of it."

Fred nods and exits the office with his new schedule out into the hall looking very confused, "First period is...um... Man, this is complicated. Hey! Hey, you!"

Fred grabs Duncan Matthews as he walks by, "Wha-?"

"Where...where am I supposed to be?" Fred say pointing to his schedule.

"I dunno. How about a sideshow?"

Fred's rage builds as he growls, "Grrr. Don't you... Make fun... Of me!" ripping a set of lockers off the wall. He advances towards Duncan with them just as Jean comes around the corner.

"Hold it! Hey, hey, whoa!"

"Hi. You must be new here." Jean injects with a calming voice.

"Huh? Uh..." Fred starts to fluster as Jean looks at him.

"I'm Jean Grey."

Slowly Fred puts the lockers back against the wall, though they are quite dented, Duncan runs.

"Oh. Yeah, I am. New, I mean."

"I figured. Welcome to Bayville. So...what do your friends call you?"

"Don't know. Never had any friends. But my names is Fred, Fred Dukes."

The lockers shift and make a lot of noise as they settle, Fred laughs nervously.

"Well, Fred, I want to apologize for Duncan. He can be a real idiot sometimes. Hey, did you need any help figuring this out?"

"Yes. Uh, please."

"Ok. Hmm... Your first class is... Right over there!"

"Huh. Thanks."

Jean smiles and waves as she walks away, "Don't worry. The first day is always the roughest. It gets better. I'll see ya around!"

"Ya sure will." Fred coos as he watches Jean go, not watching as he knocks Tori over, rather then fall Tori rolls getting back on her feet quickly.

"Hey watch where your going big guy."

Fred's anger starts to build, "Are you making fun of my size?"

Tori throws up her hands disarmingly, "Whoa! Whoa! Whoa! What ever gave you that idea. I was just saying watch where your going." she sighs, rubs her eyes and extends her hand, "Let me start over, Tori Hanson. New Student."

Fred smiles sheepishly as he rubs the back of his neck, "F-Fred Dukes."

Tori slides over glancing down at Fred's schedule, "Well would you look at that, we have the same first class."

English class, among the normal students are Scott and Rogue.

"All right, for this drama exercise, you'll each be doing a scene with a partner. Since a few of you haven't chosen partners, I'll be pairing you up myself. Taryn, you and Paul are going to do Laura and Jim from the Glass Menagerie. And that leaves you...and you." The teacher says pointing first to Rogue then Scott.

Scott heaves his shoulders and sighs, "Oh, great."

"you two will be doing Shakespeare's Henry V. I've marked it. Henry and Katherine, daughter of the French king."

Another student, Paul, one of Scott's friends "Lotsa luck, Scott. I don't think miss small, dark, and sullen Has ever said two words. You're going to have to play both parts yourself, man."

The class laughs.

"All right, class. All right. Now, I want you to get together with your scene partner and rehearse. You perform on Tuesday."

"Uh...hey, you ok with this?" Scott says turning to Rogue with a casual tone.

"I'm not afraid of you."

"I didn't say you should be."

"Just tell your weirdo friends to keep their distance this time."

Scott sighs.

"Oh, yeah, she likes you. She's just playing hard to get."

"Shut up, Paul!"

In the cafeteria people are milling about as Fred enters.

Tod glances at Fred, as he sits with Jean, Kurt, Scott, and Tori, "Is wide load over there the one you and Logan went to see Saturday night, yo?" With his new Image Inducer Tod looks much cleaner and more attractive.

"Yeah, Fred. He's ok. When he's not ripping the lockers off the wall."

"Yo, he's the one who did that?" Tod smiles, "I like the new guy!"

Another student is getting lunch until Fred shoves him out of the way, "Ohh!"

"Fill 'er up!" Fred orders, but as the lunch lady grabs a plat Feed waves his hand, "Hey, whoa, whoa, whoa! Who said anything about a plate? Now, load it up. Heavy."

The cafeteria lady quickly exhausts herself filling Fred's tray. Satisfied he waves and walks away.

Back to the X-Men table now it's Kurt's turn to speak, "You and the rogue? Ach! Now that is a strange combination, ja?"

"Yeah. I got to play a romantic scene with a girl who thinks we tried to kill her. Man, she's going to have to be some kind of actress."

"My friend, you've got to invite me to the rehearsals!"

Fred walks by and sees Scott and Kurt laughing, his rage building, "Huh?"

Fred growls and walks over to a table as Tori stands, "Excuse me a moment. Gonna talk shop with the other new kid." Tori says quickly excusing herself before the others can interject, rushing over to Fred's side and quickly creating a ice block under his seat just as he is sitting. The Chair immediately cracks and gives way, grinding into the ice block and sending up some ice chips. Jean catches this and quickly distracts the cafeteria with a telepathic 'everybody look the other way'.

Tori drops into a seat next to Fred, "Sorry about that, chairs in here are crap."

Fred glances down at the ice block as he begins to eat, "Y-You did that?" he smiles, "Y-Your like me."

Tori smiles, "Well not quite..."

A mix of rage and confusion crosses Fred's face.

"Relax," Tori smiles, "Man you need anger management issues. All I was say is you were born with your powers. I trained for mine."

"It's just, when they laugh at me, I kind of explode inside, you know?" Fred says lowering his head then perking up a moment later, "You trained to create ice? You could totally pound someone with that kind of power."

Tori smiles, "Yes, I could. But that's would be the absolutely worst thing to do with them. You train to know when to fight and when to walk away. I could kicks half this school's but if I wanted to but what does that prove?"

"That your top dog."

Tori smirks as she grabs a burger from Fred's plate, "I already know that, I don't need to prove it."

"But if you kick their butts, their not going too make fun of you!" Fred growls.

"They make fun because they know they are not all that. I don't need to prove it."

Fred falls silent a while, "B-But still."

Tori turns the burger over in her hands a bit, "You know this stuff will kill your arteries. I mean don't get me wrong I love a Gut Buster as much as Kurt but you should eat healthier...you'll live longer."

"More of your your peaceful fighting junk?"

Tori smiles, "Peaceful _Ninja_ junk."

As Tori walks away to rejoin the X-Table Fred watching her go with a smile.

After school, outside, Taryn and Jean walk by talking about homework, as Fred lumber up to them.

"Like, there goes my weekend. I can't believe how much homework I've got."

"Yeah, me, too." Jean pauses as Fred walks up to them, "Oh, hi, Fred. This is my friend Taryn."

"Yeah. Hi."

"Hi."

"Jean...would you happen to know where Tori is?"

"Tori? I think she was going to the Gym, get some after school working out done."

"Thanks Jean." Fred says lumbering off.

"Your new friend is kind of freaky."

"He's just new to socializing," Jean says casually. "He'll get better."

At the Gym Tori is doing punches and kicks to a punching bag as Fred lumbers in, she stops mid kicks and back flips to face Fred, "Oh, hi Fred."

Flustered Fred avoids Tori's direct look, "Uh, gee, would you, I mean... Would you like to... Want to get a soda or something?"

"Sure," Tori says with a shrug, heading for the woman's locker room, "Lust let me freshen up first."

"Uh yeah," Fred rubs the back of his neck as she walks off, "Right...sorry." lumbering over to loom by the door. "H-Hey Tori, you think I could make a good ninja?"

Fred waits a few minutes as Tori changes and showers, when she reemerges she has changed out of sweats back to her casual clothes, "It isn't easy Fred. And you need a lot of self control. You up for that."

Fred rubs his neck some more, "Yeah. Sure...why not."

She pokes his stomach playfully, "And your going to need to go on a strict diet, get up early. It isn't easy Fred. Half the kids who try wash out in a week."

Fred take in a deep breath to buff himself up, "I'm no quitter, I'm the Immovable Blob." Fred rummages in his overall pocket pulling out a poster of him from the Monster Truck circuit.

Tori smirks as she looks at it then give a excited shout, "Alright! So I got something to work with."

Fred smiles.

As Fred emerges from the burger restaurant with two large bags in hand and takes a seat at a outside table it creaks under him and hold, Tori waits opposite him as he hands out a burger, fries and a drink to Tori, his own bag seeming to hold more then should be humanly possible.

Tori points this out, "The first thing we are going to have to change is your diet, most of that is empty calories."

Fred frowns, "But I'm so hungry...like all the time."

Tori flips her hair and shrugs, "Might be a part of your powers, you know like Kurt's blue skin."

"Kurt has...blue...skin?"

"Long story."

This seems to perk Fred up, "So I;;m not fat, it-it's just how my power work."

Tori shrugs, That's more the Professor's thing then mine, but yeah could be.

"Professor? As in Xavier?" Fred deflates, "I already made a commitment to the Brotherhood just to get up here."

Tori smiles, "Hey it's ok, I'm sure it'll work out, it's not like it's our way or the highway. The Prof is all about helping your...our kind."

Fred smiles again.

"Hey, what's that?" Tori points behind Fred to a shadowed figure with a mob of guys spray painting a wall. "Be right back Freddy, Gotta introduce someone to my foot."

"Wait up," Fred says lumbering after, "I'll help."

The duo rush toward the vandal chasing them into a alley, "Ain't no where to run."

The figure, a girl, emerges from the shadows, 3 hoods emerge with her, she has a face like a cat and a tail and ears to match, "Who said anything about running." she hisses as storm clouds gather overhead.

"Good night, sweet Prince."

Before Tori and Fred can react they are hit by several lightning strikes until they pass out.

At the X-Mansion Tod and Kurt playing keep away football, Logan and the Professor are watching.

"Yo, I'm to slick for you elf!" Tod jokes as he bounds between the trees, Kurt hot on his tail.

"That's it, stink-fly. Keep the ball away from the elf. But you've got to concentrate, or-"

Tod is clothes-lined by a branch he doesn't jump high enough to avoid, loosing the ball, "Ungf!"

Kurt get the rebound and the ball, "Ha! It's all mine now, Toad!"

"Give me that, yo!"

Kurt 'ports onto a tree branch which breaks a moment later, Tod snags the football with his tongue.

"Watch where you're 'portin' elf!"

As Kurt falls and hits the ground Tod rolls on his back and starts laughing.

Logan grumbles, looking disgusted, "What kind of move was that?"

"Hmm. Innovation. Adaptation. It's what they're here to learn."

Suddenly the professor grunts in pain and hold his head, then turns to Logan, "It's Tori, she and a friend, Fred Dukes, have been kidnapped.

'Tori ...stay calm. We'll find you."

Logan snarls as he snaps at Kurt before running off, "You! Elf! Get Cyclops! I got to ride."

Logan runs off, suiting up and hoping onto his bike.

In the park near school Scott and Rogue rehearse.

"Do you like me, Kate?"

"Pardonnez-moi? I cannot tell what is 'like me'."

"An angel is like you, Kate, and you are like an angel."

Rogue giggles, "The girls are right. You are a charmer."

"Look, I'm just reading the lines, ok?"

"Yeah, I know. It's just, sometimes... I wish..."

"Yeah? Wish what?"

Rogue looks away, a lost look in her eyes, "wish... I could get close to somebody. But you know what happens when I do."

Kurt 'portsi in at that moment, "Whoo! Tender moment here? Sorry to interrupt."

"I swear, he's like an annoying little brother." Rogue protests as Kurt sticks his tongue out at her.

"What's the problem?"

"Tori and Fred's been nabbed!"

"What?" Scott suddenly stands and grabs Kurt by the shirt.

Rogue also stands, grabbing Kurt, "Freddy? What have you X-Men done to him!"

"Ooh! Easy on the exquisite costume, mein freund! Wolverine's On the scent, but I'm supposed to collect you Scott."

Scott hits the table, glaring at Rogue, "You coming or what. Fred's your guy right?"

"Just try and stop me."

"Come on!" Scott grabs Rogue's wrist and places it on Kurt's shoulder, "Teleporter to maximum, Mr. Wagner."

"Aye, captain!"

"Engage."

In a pop of smoke the 3 vanish.

Out on the road Logan stops his bike and sniffs the air. Then he starts up again and keeps driving.

Back at the mansion in the briefing room the Professor is running mission control, 'I've been in mental contact with Tori, but she has no idea where she is. All I can tell is that she and Fred are somewhere in this area.'

'We're on it' Scott projects back then looks to Rogue, "let's move."

"Wow! Y'all really look out for each other, don't you?" Rogue comments.

"Yeah. Yeah, we do." Jean answers.

Jean has now joined them as they piling into Scott's car as he peels out.

somewhere amid old warehouses.

"Your good, but not good enough." the catgirl growls as one of her boys tosses a stick of dynamite at Blob, he smothers it between his hands while Tori knocks out one of her goons.

"Oh a strong one," An new thug emerges from the shadows, big, muscled, tattooed and wielding a iron chain that he uses to retrain the Blob's arm, "But are you strong ENOUGH?"

"When did HE come from," Tori gaps as she launches at the cat girl, only to be re-buffered by a cyclone of wind around her body. 'Professor Storm got any relatives with cat ears, This girl got her own storm clouds and pocket hurricanes, I can't get close.'

Logan pulls up outside, sniffs the air, and charges in, "Grrr." he pauses only a moment to talk on a wrist communicator, "I found them. They're at the old ironworks at the south end. I'm going in."

"Logan, wait for backup."

Logan ignores the professor, and the Professor quickly contacts the others 'Wolverine has the location. I'm transmitting coordinates.'

'Got it, professor. Be there in 3!' Scott returns quickly, as he makes a sharp U-turn.

The Catgirl has just blasted Fred through a wall with a bust of air from her hands when Logan bursts in through the front doors, claws out. "Rraahhrr!"

Fred turns to Logan ready to body check him when Tori leaps between them, "He's on my team, he's here to help!"

"Oh."

"To slow!" the Bruiser tries to body check Fred but he just rebounds off, Fred lifts a large machine over his head and hurls it at The Bruiser, "No one moves the Blob if he don't want to be moved!"

The bruiser dodges, the machine taking out Wolverine who passes out, claws retracting just as Scott, Rogue, Kurt, and Jean charge in.

Cyclops blats the Bruiser as Jean catches several sticks of dynamite in mid air and hurts them back at their owner. "Tori! Fred, out. We got this."

A gust of wind knocks picks up Logan and hurts him at Scott, slamming him against the wall with Logan until he passes out.

"Sorry Scott but we need the fire power," Rogue says kneeling and removing a glove to absorb Scott's power, blasting the Bruiser and Catgirl with her optic blast as she stands back to back with Blob. Jean pins a couple thugs to the back wall and it's taking all she has to keep them there while Kurt is dodging machine gun fire from two more through a series of ports. Toad blinds as many as he can with his slime.

Rogue fires a warning shot at the catgirl, "Leave them alone, you yahoo!"

"What ya gonna do to me? Make me wear bad makeup?"

Rogue glances to Fred, her voice low, "Did Mystique tell you what my power is?"

"No. Should I care?"

Rogue takes a quick hold of him, "My power is your power, and I can take more than one. Now Fast Ball Special I'm ending this."

Fred nods grabbing Rogue as he hurls her like a javelin at the catgirl, She reaches out her hand, barley grazing the catgirl's cheek before the hurricane field knocks Rogue away, but the contact is enough to Break the girls contact, she wavers on her feet, giving Rogue the time to make firm contact and take her out. Rogue sprouting a tail, ears, and features like the catgirl.

"That just leaves the hired help," Tori says getting to her feet.

"Their gone," Jean notes, even the ones she has pinned have vanished.

Tori scoffs, "Seriously Ninja Gang Bangers?" she crosses her arms over her chest, "I'm insulted."

Rogue walks over to Blob as she slips her glove back on, "I only took a short-term dose of your power. You should be back to normal soon." her gaze split between Fred and the waking Scott, Jean cradling Scott as he stirs.

"You are like an angel, Kate." Scott smiles to Rogue.

"My name's not Kate. And I'm no angel."

But you helped us. So thank you."

Rogue throws her arm aroudn Blob as best she can, "Come on Fred, let's go home."

"Hey, wait!" Jean starting to chase after but Logan stops her.

"Easy, red. Let them go."

"But they-"

"...ain't ready. Trust me on this."

"Ok, so maybe their part of the dark, icky side, but I figure we owe them now." Tori jokes.

"Yeah. Yeah, we do. Big time." Scott returns dead serious as he puts his arm around Jean and the X-Men exit together.

It is several hours later before the Catgirl stirs, a figure looming in the shadows, a woman, "You put up quite the fight."

The woman hisses, "What's it to you?"

"How would you like a real place to stay," Mystique emerges from the shadows brushing some debris off her, "Instead of this hovel."

"Yeah? And what's the catch?"

Mystique smiles.

The door of the Brotherhood swings open as Mystique storms in, the collected hoodies gathering, Nala, Marlene, Kitty, Lance, Rogue, and Fred, "Listen up, I found you all a new member."

Mystique steps aside, showing the catgirl, "This is Katherine. She's going to be a great addition to your team."

Lance rolls his eyes, "Another girl, we're going to have to change the name to the Sisterhood at this rate."

"Alright!" Kitty says highfiving Marlene.

"Her!" Rogue growls.

"You!" Fred grimaces, "You tried to hut me and my girlfriend!"

Mystique interposes herself between the two sides, "A miss understanding. Katherine was just looking for easy money, now that she is living here that won't be a problem."

Mystique's gaze cuts through all three individuals, "Right."

Instantly deflating the building tension.

"Well," Katherine smirks, "Now that that is settled...BOYS!"

With a snap of her fingers her 6 thugs swarm into the room, "Right away Kitten." one mushes as he makes his way to a empty room, "Come on F-Stop, boss lady isn't going to wait all day for her room."

another of the thugs nods, leading the others into the room, to the shock of everyone else present, letting Mystique slip away unnoticed.

"Where did those goes come from?!" Fred says confused.

Katherine moves over to kitty purring, "So your the other Kitty-Kat in town?"

Kitty smiles nervously, "Meyow."


	5. Marrow and Momentum

**Episode 5: Marrow and Momentum**

We open at a woman's basketball game, the crowd cheering wildly just as a whistle blows.

"Angela, over here!" one of the girls calls to a blond who spins and passes the ball.

The crowd cheers.

"Ohhh."

"Get her!"

"Steal the ball! Set up your zone. Don't let her shoot."

"Is it always this exciting?" Ororo asks of the couple sitting next to her.

"No. This one's a real nail-biter." the male says.

"Come on, 10 seconds. Let's go. Grant, Daniels is open. Now!" the coach calls out to a black haired girl who passes it to Angela.

"You can do it, Angela. Shoot, shoot!" Ororo calls, getting into the spirit.

Angela jumps, making the the shot but falls hard to the floor. She takes a heavy roll as the final bell sounds. Storm noting a bad gash opening on Angela's arm from the fall that she cradles carefully. The team cheer and pick her up in celebration. A white haired boy leaves in a huff.

In the girl's locker room.

"Good game, Angie." One teammate says as she washes up and leaves.

Another notes Angela rubbing her arm, "You going to be ok Angie?"

"Just fine, I just sprained it," Angela's blows off the wound as her friend leaves until she is all alone, "Good game girls."

"Your not all you're cracked up to be Daniels," The white haired boy says from the entry way.

"PIETRO!" She shrieks, "Get out of the woman's locker room."

"I was just leaving," Pietro says and is gone in a blink.

Angela looks around, and takes a deep breath, her arm still looks pretty bad as she pulls her hand away, and shuts her eyes tight, the bruising and cuts sealing up.

"Seems like that boy has been competing with you and your brother ever since you were babies." Ororo smiles as she comes in.

Angela's heart skips a beat, but she reigns it in, "H-Hey, auntie O, what's up? Where's dad and mom?"

"Waiting outside. I think the girls' locker room makes your father nervous."

"R-Right. Some game, huh? It's cool that you showed."

"And miss my favorite niece's big game? Heh. Not a chance."

"Thanks again for coming, auntie."

Suddenly Ororo demeanor changes, getting serious, "Angela, are you all right? I've been concerned about you lately. You know, about the things we've discussed before."

"Yeah, yeah, no problem, auntie O. everything's cool."

Ororo grabs Angela's arm, it's fully healed, "Angela, I saw what happened to you out there tonight when you fell."

"W-What are you talking about," Angela protests, "It was just a sprain."

"You and I both know better...does Chris have any gifts as well."

Angela looks away, "N-No."

Ororo cracks a knowing grin.

"L-Look it's no big deal, certainly nothing X-Man worthy. I just heal faster then normal...if I think hard about it. It's not really worth it."

"Isn't that something best decided by your parents."

Angela sighs.

The Daniel's house.

"Still can't get over that last shot, baby. What a beauty. You're gonna remember this game for a long time." her father offers, it's clear by skin tone alone that Angela is adopted.

"Yes. Wasn't it exciting?" her mother adds in.

Storm and Angela are off on their own near the edge of the yard, "What amazes me is that you've kept it concealed this long."

"I'm telling you it;s nothing."

"Angela, you need to take this seriously. The Xavier Institute can offer you training. You and your brother."

"Chris isn't a part of this. And neither am I, your blowing this out of proportion."

Storm looks up to the second story of the house, "You could have so much untapped potential. Besides what about Chris, ever since he found you he's been hiding away in his room. What is going in between you two."

Angela looks away just as he father calls, "You should go rouse your brother before he misses dinner." And quickly makes haste filling a plate.

"On it dad."

Ororo quietly follows after, hanging back to remain undetected as Angela slips into a second bedroom, she listens closely.

"Auntie O's getting suspicious, maybe you can make a appearance." Angela says in a low whisper.

"Y-Yeah sure," a boy responds his voice a bit horse but quickly recovers, "hit the sheets Angie."

There is a moment's silence before a boy emerges from the room, munching on a plate of food, Ororo running into him as he rounds a corner, "We should talk Chris."

"Can't it wait for tomorrow, let the folks enjoy Angie's victory?"

Ororo sighs.

'Ororo, how's it going with your nephews?' Xavier mentally transmits.

'Just as I feared, professor. He's being stubborn.'

'All right. We'll go to plan B. Scott and Jean will arrive in the morning. By the way, Cerebro detected another mutant signature after the game tonight, but couldn't get a clear reading on it for some reason. Did you notice anyone else there unusual?'

Storm pauses in reflection a moment 'Maybe, but I'm not certain yet.'

'Very well. Keep me informed.'

Back at the X-Mansion Tod approaches Xavier, "So is it true. Is Chris or Angela mutants?"

Xavier looks over at him, "Possibly both, but they are being stubborn."

The next day in school, at the lockers Angela finds her purse empty, "Not again!"

As she closes the door Pietro is standing there, "Something wrong?"

Angela gasps, "Where did you come from?"

"That's a question you should be asking on the basketball court."

"Hey, look, I know you're fast, man. But the coach isn't going to go co-op and there aren't enough guys interested for a men's team."

"Aha! You finally admit that I'm better than you."

"I said you were faster, not better. I still got a few tricks of my own, you know."

"Sure, you do, like getting ripped off for the second time this month. What's up with that?"

Angela sighs, "I even changed the combination."

"Hmm, sounds like a bona fide mystery, dude."

"Yeah, but I'm gonna trap this sleazeball."

"Sure, Daniels, but you're gonna need some bait."

Pietro says pulling a wad of cash from his own wallet and handing it over.

"Hey, thanks, man. I'll get it back to you on allowance day. Catch ya later."

"Not even on your best day, Daniels. You'll never catch me."

The Daniels' living room.

"You don't give up, do you, auntie O?" Chris protests.

"That's because she loves you. She's concerned. We all are." Jean offers.

"This certainly explains why you're always squirreled away in your room and Angela will come home with blood stains in her clothes but no wounds." Chris' mom muses.

"We always knew this was a possibility, Vi. While you did not receive the mutant gene as I did the inability to predict who has it and who doesn't meant adopting a potential mutant child. Especially given how mutations can lead to the abandonment by the biologically parents."

"My parent's did not abandon me," Chris growls, "It's was that stupid project, stupid Shield. They took them away."

"They were Terrorists Chris," his father says putting a comforting hand on his shoulder, "They worked for HYDRA."

Scott gives a comforting smile and subject change, "It's really not so bad, Mrs. Daniels. Having special powers can be pretty cool sometimes."

"Oh, yeah? I'll tell you what, shades. Let me see what you've got that's so cool."

"Chris." his mom protests.

"Sorry, mom."

"No, really, it's ok. It's just...Scott's powers aren't really what you'd call...indoor-friendly." Jean says with a smile.

"Ok, whatever. Look, man, I like it right here, and I'm not going to some home for freaks. Now, if you'll excuse me, I got school stuff to take care of." Chris says storming off.

"Well, that went well," Jean grouses.

"Yeah, and I thought we were really making a connection there." Scott adds sadly.

"I apologize for my children, Mr. Summers. They're obviously dealing with a lot right now. I'll talk with him."

As the group move to follow up and check on the siblings they find both of them have vacated the house though a sheet rope in Chris' room.

"Ahh...hey, he's gone out the window." Jean shouts.

They hurry outside just in time to see Chris bolt off on a skateboard.

"We really need to work on our sales pitch." Scott notes.

The school hallway, dark and silent.

"Ok, sneak thief. You wanna play tonight? Let's play." Chris whispers to himself.

A whirlwind flies down the hallway knocking him every which way, the winds to harsh to endure and sending debris everywhere. Chris presses against a wall his shirt shredding as bony plates form to protect him from the debris.

The Cyclone stops as Pietro, in a green and white uniform shows himself, "Oh what do we have here, your a mutant too? Surprise, Surprise!"

"Pietro?"

"Call me Quicksilver. Like the outfit? Made it myself. Took about a quarter second. Well, would you look at this? Seems my old pal has a few tricks of his own. But as usual... not as good as mine."

"W-What? H-How did you get powers?"

"Duh. I'm a mutant, like you. Remember, Daniels, anything you can do, I can do better. Mind if I take that back?"

Pietro say snatching back the money he 'gave' Angela and Chris set in her locker as bait.

"But why would you wanna rip m...Angie off?"

"Kicks, man. For the challenge. Look, when you live as fast as I do, there ain't enough things to occupy my time. I gotta entertain myself. And you thought you could stop me. well—uhhh–" Pietro quickly slaps him, "Wrong again."

"Don't bet on it." Chris swipes at him with bone claws but Pietro evades.

"Gaah! Too slow. What a surprise." Pietro yawns, "you know, I think you're gonna need some more time to work on those powers of yours. Maybe I can arrange it."

"What do you mean?"

"Can you say scapegoat?" Pietro says speeding off as sirens light the hall the police seconds from entry.

Chris shuts his eyes tight, armor retracting, "Come on Chris, think!" but the cops arrive soon enough.

Jail.

"Chris! What happened? Where's Angie?" his mom says worriedly.

"Angie's fine she was just watching another hall, you know divide and conquer. She probably got out when toe police grabbed me."

"Welcome to the downside, pal. Misuse your powers, go to jail." Scott comments.

"It wasn't me."

"Hey, I believe you, Chris. In fact, I know you didn't do it."

"Chris, please listen to me. Let us help you."

"So we'll make you a deal. The professor will use his influence to get you out of here, and you and your sister give the institute a shot. What do you say?"

Chris sighs, taking Scott's offered hand, "Like I've got a choice?"

"Hey, hey. You've always got a choice. We just want to help you make it the right one."

Chris sighs, "Ok. Fine. Deal."

The Principal's office.

"I'm honored that you've come." Ms. Darkholme speaks to a man in shadows.

"I'm not here for your little student body meeting, Mystique. Behold." A hologram appears on her desk of Quicksilver.

"Ah, so this is the speed demon I've been hearing about."

"Pietro Maximoff. He is of particular interest to me. I have waited for just the right moment to approach this young man, and now is the time."

"Then we shall extend the hand of friendship to the boy."

"It will not be that easy. He believes he needs no one, however, there may be a way."

"Yes?"

"Young Pietro has long had a grudge rivalry against Chris and Angela Daniels."

"The new mutants Toad told me about."

"Yes. Pietro has recently taken the advantage in that competition, and I believe Mr. Daniels would like to... settle the score."

"Well, then, I know just how to bring them together. Excellent. Then I will take it from there."

Angela rounds a corner, it is still night.

"I've come to make you a proposition."

"Who? What!" Angela says nearly jumping out of her skin as Mystique emerges from the shadows.

"You don't own Xavier anything, but I heard how you and your brother don't want anything to do with them. Let me offer you another route...the Brotherhood."

"The what now?"

"A group of like minded mutants, mutants who don't like to be pushed around, mutant's who want to make their own rules. Freedom to do whatever you want...sound good?"

Angela smiles, "Yeah."

"There is only one catch, when I ask you to do something, you do it. But the rest of the time you have free reign."

Angela smiles, "Sounds like my kind of group."

Mystique smiles, "Good then there is just the matter of Initiation." Mystique snaps her fingers and Quicksilver bolts in, "Well well looks like I was wrong all along about you Angie. Care to trip the light fantastic."

Angela looks confused, "What happened to wanting to prove you better then me."

"That was before I knew you were a equal," Quicksilver bolts to her side, a hand on her shoulder, she brushes it off, "Come on Angie show me what you can do."

Catching him off guard she slugs him in the jaw, Quicksilver goes down, rubbing it, "Wow pretty strong for a little thing, that how you make all those baskets?"

Angela growls, "Only when I focus on it, I'm not a cheater and a thief like you."

She swings, faster then before, but Quicksilver dodges then moves in planting a kiss on Angela's cheek, "Awe come on sweet cakes is that any way to treat your old friend." with a shove he sends Angela into the street.

"There she is!" Cyclops shouts as he and Jean rush toward Angela, "Your parents are worried sick."

"To slow," Quicksilver says running past, "Say good bye to New York!" As he rockets past windows shatter and carts are flipped, Cyclops blast a a couple as Jean clears debris with her Telekinesis. Angela gets to her feet picking shrapnel out of her skin as her wounds heal.

Angela growls and lunches at Quicksilver, who dodges again, "You got Chris arrested for busting those lockers!"

Quicksilver stops to taunt, "Yeah so, I trashed those lockers, not like you can prove it Daniels."

"Jean he can't run if his feet aren't touching the ground!"

"On it!"

Telekinetic lifting Pietro Angela charges at maybe half Pietro's speed, body checking him into a wall before he can overwhelm Jean.

Pietro groans as Angela stalks over, pinning him under a bolstered leg muscle with a smirk as she takes out a tape recorder.

"Yeah so, I trashed those lockers, not like you can prove it Daniels."

Then she turns to the Alley and growls, Mystique turning into a hawk and taking flight, "If your taking Trash like Pietro consider that my rejection letter!"

Another jail cell.

Pietro speeds from edge to edge of his cell, "Hey. Hey! Hey, let me go! Hey! Hey! You gotta let me outta here! I want outta here! Unh! Wha—you?"

A shadowed figure suddenly appears, floating before the cell doors, "It is good to see you again, Pietro, even under such distressing circumstances."

"Yeah, well, you can make them a lot less distressing, you know. Come on, hustle it up! Move it!"

"Still impatient... but you have grown much, Pietro, and I have need of your services if you think you can handle the job."

"Ooh. Sounds like a challenge. Ok, whatever you want. Just let's bail this jail."

"Very well. Come with me."

The Institute. Breakfast.

"So where's this new guy, yo?"

"Still sleeping. they had a rather difficult evening." Xavier explains.

Kurt ports in and sniffs the air, "Ah. I love the smell of bacon in the morning."

"Something doesn't smell right with those kids." Logan grumbles, "I don't know what. Pass the sausages, red."

Jean floats the sausages over to Logan.

"I suspect you may be right Logan, there is more to their powers then meets the eyes. I tried to open telepathic contact earlier and met with static...on both of them. That is not typical of physical mutations."

"Is anything typical in mutations," Tori muses.

"I suppose not."

Logan growls as he sees Kurt hanging from the chandelier, "Elf!" then sighs, "how many times I gotta tell ya? Ask, and it'll get passed to ya."

"Sorry. I didn't want to interrupt you." Kurt says porting to his seat as Logan passes the sausages over.

"That's better. Now mind your manners."

Outside the room Angela listens.

Danger Room.

"This is your fifth run, Empath. You want to take a break?" Scott wonders as Angela catches her breath.

"No time for breaks. You got me here to train, so let's train."

"You heard the man. Let's roll." Logan says flatly.

Angela drops to four limbs and charges down the track, leaping and dodging optic blast and explosive balls from Scott and Logan, when she suddenly skid and rolls off the track getting quite bruised in the process.

Scott hurries to her side as she isn't healing, "Alright, that's enough looks like you hit your endurance limit. Your going to the infirmary. Logan go find Chris."

"No!" Angela shrieks.

"No so loud," Kurt says trying to stop his ears from ringing.

"I-I just mean Chris' powers take a lot more out of him, he's still sleeping. He's in no shape to train."

Scott sighs, "Fine. But as soon as he is able I want him in here. You on the other hand need to rest and get your energy back up to heal those wounds."

"I'll drop her off," Kurt says porting away with Angela.

Pool out back of the mansion, sometime later.

"Look out! Cannonball! Aah!" Kurt say porting high in the sky for a power dive.

"Hey!" everyone calls out in surprise as their soaked.

The professor rolling out to see Chris heading for the high board, "Congratulations, Chris. I understand you've been cleared of all charges."

"Yeah. It feels good to have that off my record. Hey, thanks for your help, professor."

"Eww! Professor! Kurt's totally getting fur in the pool!" Tori jokes.

"I am not!"

"We're just glad to have you with us." Xavier says laying a hand on Chris's shoulder, "And if you ever need someone to talk to...about anything...that's why we are here."

"T-Thanks. But I'm fine really."

"I would like your permission to run some tests, these long periods isolated in your room because the drain your powers have on you is not healthy."

Chris looks away worried, "N-No it's fine...b-but if you insist."


	6. Middleverse

**Episode 6: Middleverse **

Outside the school at lunch.

"Go to Duncan Matthews' party? I don't think so." Scott protested.

"You gonna finish that moo juice?" Angela pointed to Jean's milk.

"You can have mine." passing it over before turning her attention to Scott, "Come on, It might be fun."

"Matthews is a jerk."

"No, he's not. I'd go." Tori muses absently.

"No freshmen allowed, even older ones."

Tori shrugs, "Ok that is a jerk move."

"Half of the school will be there. Suppose somebody gets too close to Kurt? That holo projector won't stop them from feeling his fur."

"Awe but I want to show Duncan my new look," Tod says slicking back his hair just as a fly comes back and on reflex he snatches it up with his tongue."

Scott slaps his forehead and groans as Tori puts a arm around Tod, "Those Toad impulses still getting the better of you?"

Tod looks down and away.

"He chicks dig the fuzzy dude. Right?" Kurt smiles as he grins at Tori.

Tori smiles, "Your not bad," then she pinches Tod cheek, "either of you." Looking around she sees Blob enter the area and back-flips out of her seat, "Later guys, Fred's here."

"What does she see in that guy?" Jean say staring as Tori walks off.

Scott sighs, "Ok get serious here guys. Look, we go to Matthews' party, Suppose Dukes or Maximoff try to start something? We're not the only mutants in the school, you know."

Angela looks over at the Brotherhood as Tori and Fred move to their table, "Maybe some of of them could be a problem," she clenches a fist, "Like Quicksilver."

"And Fred has serious anger issues," Jean comments. "But come on Scott, What's wrong with a little socializing?"

"I'm sorry, But I just don't think It's a good idea."

"Dude, it's just a party! And all the Cool kids will be there." Tod puts his hands up giving a high five to Tod and Angela before jumping up on the table to do a impromptu dance, "Time to shake that tail! Whoo-hoo! Par-ty! Par-ty! Par-ty!" and she tances his tail slips out of the holomatrix and starts waving around.

Scott quickly pulls it to snatch Kurt, "Now, see? That's exactly what I'm talking about!"

"Watch the tail! Ow!" Kurt scowls, "You pulled my tail, man! Never pull on the tail."

"Grow up, Kurt!"

Angela watches Kurt a moment, bu says nothing.

"You're always Goofing around! One of these day your going to blow your cover wide open." Scott admonishes.

"Kurt: And you're seriously cramping my style!"

"Listen..."

"No! You listen... there's a sound I want you to hear. And it's-" Kurt abruptly teleports.

Scott coughs on the smoke, "Blew it, didn't I?"

"Oh, yeah. Totally." Jean laughs.

Sitting at a tree and reading is Rogue when suddenly Kurt pops in then out again, she smells and grimaces.

"Huh? Ugh."

Kurt's appears next in a lab, "Oh! I have got to work on my re-entries." just as the Imange Inducer shorts out, "Oh, weak, man!"

Who's there? "Rogue says as she enters the lab area to investigate.

"Ahh...unh. Unh...ahh. Unh," in a panic Kurt runs into another room, old, grungy, "Man, somebody should fire the custodian." only to trigger an alarm.

A face on the computer screen appears, he looks native American and begins to speak "January 22, 1978. Hi there! If you're hearing this message, You've got 10 seconds before this lab self-destructs. Have a nice day! What's left of it."

Kurt is frozen in shock a moment costing him precious seconds before hurrying to the consoles, "I knew I should have paid more attention in computer lab."

The room explodes

Rogue enters into the debris and smoke: "Hey! Hey! Are you okay? What happened?"

"Unh. Lab...booby-trapped." Kurt groans.

"Lab? Whatever this stuff was, it's thrashed now. Except for this." Rogue says picking up a strange device.

"What are you doing here?"

"Look who's talking. At least I didn't blow the place up."

Kurt grabs for the machine and the two struggle for a bit, "Hey! Let go of that!" before the machine suddenly goes off, and Kurt disappears.

"He's gone!"

Elsewhere in the school hallway, a fog all about giving it a ghostly scene Kurt reappears.

"Uh! Huh? What happened? Where am I, the Twilight Zone?"

Faint student voices can be hear all around as their owners fad into and out of view like ghosts.

"Man, Scott's got to lighten up." Angela muses.

"Yeah, but Kurt's got to know when to quit." Tori adds.

"Angela? Tori?"

Tori laughs as the fade away.

"No! Wait! No! What's happening to me?"

The parking lot outside the school, Tod's trying to capture his lunch while no one is looking.

"Hey!" he is distracted by a car horn, as Ms. Darkholme drives up.

"Out of the way!"

"Huh... Aw, my lunch!"

"You are to stay away from this area, Mr. Tolansky. If I see one drop of slime on my new car, It's detention for life! Are we clear?"

"Oh, yes, we're very clear. Pffft!"

Rogue is trying to dispose of the offending machine in the trash, she has it held at the long end of a stick but eventually drops it just as Pietro sneaks up on her.

"What you got there Rogue?"

"Don't touch it!"

"Why not?"

"It's-never you mind. Just leave it alone."

"Oh, what's the matter, little girl get into some trouble?" Pietro smiles snatching up the device before Rogue can react, "I like trouble."

"Trouble? No. There's just one less X-men to push us around." Rogue lunging for him to get the device, Pietro evades.

"Ho! Ho! Ho! You mean you toasted one of them goody-goods with that thing? Perfect!"

"Hey! Just leave it alone! You got it, speedy?"

Pietro evades again and looks at the device, looking for the trigger absently zapping the dumpster and watching it vanish, a sadistic grin spreads over his face, "I could put this to use." Before speeding off.

Rogue looks horrified.

Scott and Jean in the hallway.

"So, you think I should apologize to Kurt, huh?"

"Well, what matters is what you think."

"You got to admit, he jerks around way too much."

"So? Is that worth losing a friend over?"

Two guys come running out of the bathroom, "Gaah! Ghost! We just saw a ghost!"

"Aah! A blue-and-hairy demon! I'm out of here!"

Scott scowls, "I warned him!" storming into the bathroom, "Kurt?" before coming back out after finding nothing.

"Not there?"

"No. You'd better contact him. Tell him to knock it off."

Jean puts her hands on her temples and concentrates, "Hmm. Scott, I can't pick up a trace of Kurt anywhere. It's like he doesn't exist."

"Try again. He's got to be somewhere."

"I am. I'm not getting anything. He's just completely gone."

Scott glances to see Lance and Fred coming down the hallway, "Or somebody did something to him."

"What are you looking at, Summers?" Lance glowers back.

"Where's Kurt?"

"Huh. Yeah, like we'd tell you." Fred provokes as Scott rushes him.

"Scott, no!"

Lance is slammed against the lockers by Scott, "Hey!"

"I said where is he?"

"Get off of me!"

"What have you done with Kurt?"

"Get lost, slim!" Fred says picking up Scott.

"Put him down!" Jean demands.

"Back off, red, Or I'll rock you!" Lances eyes roll back as the school shakes a little.

"Fight! Fight! Fight! Fight!" Students egg the two sides on as Principal Darkholme storms down the halls.

"What is going on here?"

"We weren't doin' nothin'." Fred protests.

"Yeah. Summers here just went ballistic on us for no reason."

"Oh, I've got a reason."

"Scott..."

"Quiet! You two in my office now."

Fred storms off down a second hall grabbing a cell phone, Tori picks up the other end, "Your friends are crazy."

Tori sighs, "What did they do?"

"Scott just went ballistic on us, demanding to know what we did with the blue elf."

"Did you do anything with Kurt?"

Fred nearly crushes the phone and growls, "No."

"Would you have, if given the chance."

Fred gives a defeated sigh, "Yes."

"So then you can see why they would think that of you."

"Y-Yeah, but it isn't fair."

"It never is, that is why you need to be better then the bullies. Otherwise your never going to change their minds."

Fred smiles, "Thanks Tori."

"Still," she adds, "I'll talk to them. If you really want to get on their good side why don't you go look for Kurt."

"O-Ok."

Back to Kurt in the ghost dimension.

"Huh! Ok, wherever this is, I can't teleport out. This is just way too freaky!" Suddenly furniture starts popping in, "Daah! It's raining furniture!"

Quicksilver in Darkholme's office, blasting furniture. "See the desk, don't see the desk. See the chair, don't see the chair." He smiles sadistically, "I think I'm getting the hang of this thing." Speeding out of the room a moment later.

"Inside, both of you." Darkholme growls as she swings open her door, Jean and Scott in tow. "I don't care what influence Xavier has with the school board. I am going to get- What?!"

"Huh? What?" Jean and Scott say together as they all see the empty office.

"What happened here? Who took my furniture?!"

Scott's voice is low as Darkholme storms out, "Bet I know what happened to Kurt."

In the shadow dimension Kurt has to dodge a car as it arrives, "Aah! Oh..." As he ports a ghostly image of him sliding horizontally across the air appears front of Scott and Jean for a few seconds.

"Scott, look! It's Kurt!"

"Or...or his... ghost."

"No! I got a brief mental reading. It's like he's... trapped somewhere."

"I think we'd better have another talk with the Brotherhood."

In the ghost world Kurt appears in the gym catching someone else of guard. "Whoa! Where'd you come from? Gaah!" the man is the same from the video who starts as the smoke clears and he gets a good look at Kurt.

"Relax..."

"What are you, man?"

"Don't let my looks fool you. I'm a harmless blue fuzzball, Really. Hey...I know you. You're the one I saw on the computer screen... just before it blew."

"Uh, yeah. the name's Forge. So you found my lab, huh? What's with the halloween get-up?"

"No costume. I'm human. But I'm a mutant. I know I look strange, but- There are some fringe benefits." Kurt smiles and teleports as a demostration.

"Trippy! I thought I was the only one." Forge demonstrates his own power transforming his arm into a strange device, it looks like his arm opens and unpacks as opposed to melting and morphing.

"How did you do that?" Kurt gasps feeling the arm as it changes back, "It feels normal."

Forge looks away, "Lost it in a car accident," then he smiles, "But hey that's when I learned I could make just about anything."

"So you made yourself a new arm?"

Forge nods, "Among other things."

Back to the real world. The X-Men run across Fred, before they can react he puts up his arms in a peaceful gesture, "I just want to talk."

"So talk." Scott says reaching for his glasses.

"I want to help you find Kurt."

"What do you know," Angela growls.

Fred protests as Tori comes up standing beside him, he puts a arm around her, "N-Nothing except."

"Except what?"

"I saw Pietro with some strange..."

"Surprise," He is cut off as Pietro buzzes past, blasting Angela with the device.

"Angela!" Tori shouts in shock, suddenly blasting Quicksilver with a ice blast but he dodges.

"I'll take that." Jean says telekinetically snatching up the device.

"Hey!" Pietro pauses, "Give that ba-"

"Chill out!" Tori cuts him off as she freezes him in his tracks.

Fred half smiles nervously at Tori, "S-So how can I help."

Angela suddenly appears, in the shadow dimension to the surprise of Forge and Kurt.

"A-Angela!" he says kneeling to help her stand before glancing over at Forge, "Somebody's really giving that gizmo of yours a workout!"

"It was Quicksilver, that jerk!"

"That gizmo is a transdimensional projector, my science fair project back in '78. And when I fired it up, it created this pocket dimension that I call Middleverse. I got caught in the ray myself, and I've been here ever since."

"'78? But you still look..."

"Like I did then? I know. I can't explain it. They shut down and locked my lab after the accident. Everyone was totally freaked when I disappeared."

"So there's no way back?" Angela says nervously.

"Not without help from the other side. And I'm thinking that you may be able to help out on that. And, man, I'm telling you, I'm ready to go home." Forge says looking to Kurt.

Girls giggle as some ghosts appear, "You are so lucky! Oh, isn't he so cute?"

"Totally! I know."

They continue laughing as they head into the girl's locker room.

"So...just how far does this Middleverse extend?"

"It stops just short of the girls' locker room. Isn't that a burn?"

Both Kurt and Angela frown, Kurt noting this out of the corner of his eye just as Forge exclaims...

"Hah! Done!" showing off his new device, some chest strapped thing.

"What is it?"

"This little baby will alter the phase-shift frequency of your teleport power."

"Uh...my English is a little limited."

Angela interjects, "You can teleport back to the real world."

"All right!"

"But only for a sec. These batteries don't have much power. Still, with luck, you can tell somebody how to reset the projector to get us back."

"Oh, I just hope they don't think I'm joking. I...kinda have that rep."

Angela slumps to the ground, "We're doomed."

The X-men and Blob gather around the device at a picnic table.

"So now what do we do?" Tod wonders.

"Maybe the professor," Jean offers as Rogue comes walking up.

"I could pound Pietro," Fred says palming a fist, "Make him tell us what he did to Kurt."

"He didn't. I did." she rugs her shoulders and sighs, "F-Follow me."

Back in the laboratory.

"This is where it happened."

"If you've hurt him, I'm gonna—"

"You start threatenin' me, And you're never gonna find your friend."

"Whoa, take it easy, Cyclops." Jean interjects.

From Middleverse Kurt injects his own comment, "Yeah, Cyclops, Just like I'm always telling you."

"Yo, guys! We've been looking this thing over." Tod say as he and Tori hold the device.

"Can you believe it? It uses cp/m. That's old school," Tori injects, "But it's putting out some kinda, like, steady low-power pulse wave that just seems to disappear into thin air."

"And that means What exactly?" Scott wonders.

"No idea," Tod says with a shrug, "But maybe it screwed with Nightcrawler's teleports and stranded him in some sub-reality."

"What about Angela?" Jean wonders.

Tod and Tori shrug.

"Ok. So let's trash this thing." Scott says adjusting his visor as the two set the device down.

"No, no! They've Got it all wrong! If they destroy The projector, We'll be trapped here Forever!" Forge objects from Middleverse.

"Everyone stand back. I'm gonna use full power. This could get messy."

Blob puts himself in front of Cyclops, blocking the device, "I could take it back to the Brotherhood, Kitty pretty good with machines, maybe..."

"Good idea Fred," Tori smiles. "She knows this stuff much more then Tod and I do."

Cyclops powers down, looking thoughtful, "Ok...you do that Fred. But the device stays here. Pietro has probably thawed out by now and is going to want to take it back to send us wherever he sent Angela."

Fred looks aghast at Tori.

"I'll go," Rogue says moving toward the exit, her voice dropping to a whisper of regret, "This is all my fault any way."

In Middleverse Kurt, Angela, and Forge take a deep breath and Forge makes the final adjustments on the device, "Done. I think it'll make you visible for a second. But not a lot of way to beta test around here-"

"Just tell me what to do."

"Push that button and teleport. Tell them not to destroy the machine. They have to reset it instead. But you've only got a second before the battery fries."

"Right. I'm gone."

A moment later Kurt's ghost appears, "Reset! Don't de-" then vanishes again.

"You guys Saw that, right?"

"He's still alive!" Rogue says with relief.

"What was he saying?" Fred says scratching his head.

"He said, 'reset. Don't.' you know, don't reset it. He wants you to blow it up! Do it, Yo." Tod interprets.

"I swear, these guys are obsessed with explosions!" Tori muses.

"Uh...it sounded more like a warning to me." Scott says cautiously.

"Do you think they'll get it?" Forge wonders, watching the exchange.

"I just hope they believe it." Kurt adds.

"We're doomed," Angela says staring up at the ceiling."

"A warning? From the goofball Kurt? Blow that sucker, yo!"

"Man, you do have a rep." Forge say wit ha aside glance to Kurt, then looks to Angela, Don't be so down."

"Your the tech genius, Kurt's the multidimensional key, I'm just the chick who heals fast. Not much I can do here."

"Still some moral support would be nice." Kurt argues.

Angela sighs, "I...Just feel so useless. All my power and I can't do a damned thing to help. I mean if I had electric powers I could have at least juiced up the batteries. As it stands I'm just a distraction."

"But a pretty distraction," Forge offers wit ha smile.

Angela scowls, voice dripping with sarcasm, "Thanks. It's good to know I can still play the role of eye candy."

Back in reality Scott is measuring his options, ""No. Nightcrawler's a joker, but even he knows when it's time to get serious."

"Yes!" Kurt cheers.

"If he wanted to blow up the projector, why didn't he just say 'don't reset' instead of 'reset' then 'don't'?"

"Oh, cyc, you the man!" Kurt cheers.

Angela sighs.

"I think he wants us to reset this thing."

Kurt and Forge high five "Score!"

"About time." Angela grouses.

Scott picks up the device and examines it, "Intensity settings... power regulators... uh, beam width... restart!" and presses the button, the motor charging as a portal opens. Both groups now able to see each other, "Come on! Teleport through!"

"I can see Angie there too!" Tori says with relif.

"Hang on. Let's go!" Kurt says grabbing Forge and Angela.

"We can't. The battery's tapped out. We need more juice to get us home."

"Look!" Kurt exclaims.

"Yup," Angela sighs, "Should have had electric powers."

"The portal won't last much longer. It's now or never!" Forge injects urgently.

"What's the matter Kurt? Come on!" Scott pleads.

"Another power source... I know! Come on!" Kurt vanishes with Forge and Angela.

"What are they doing, yo?" Tod wonders.

"I don't know! But I hope they hustle." Scott says cautiously.

"There they are. And they still got that distingergrator I was telling you about." Pietro arrives with Lance, Kitty, Katherine, Marlene, and Nala.

"Rogue, Mystique sent us to find you. So you with us... or them?"

"Mystique? Your all working for her?" Scott says a bit surprised, "Even you Kitty?"

Kitty looks away.

"Hey, Summers, you got your friends, I got mine. But this ain't my fight. I'm outta here." Rogue walks off, grabbing Kitty along the way, "Not yours either."

"H-Hey!" Kitty protests but goes with Rogue anyway.

"You with us or them Blob," Lance demands.

Fred stands with Tori, not saying a word, she smiles up at him.

"The projector stays with us. X-men, keep that portal open!"

"Your call." Lance says as the ground starts to rumble and Katherine's goons swarm in behind her.

In middleverse Kurt's group teleport into the seat of the car from before.

"Groovy ride. But where's this power source?" Forge wonders as Angela rolls over the hood and pops it open.

"Check it!" Kurt points.

"Far out, man!"

"Oh, I swear, that homie's lingo is so whack!"

Angela rolls her eyes.

At the fight a brawl has broken out between the X-Men (and Blob) and the Brotherhood, (Sans Kitty and Rogue).

"Don't force my hand Cyclops," Man-Eater says dodging a optic blast, "That toy may not disintegrate people but I do." Tear start to roll, "Don't force my hand, just give us the device."

Storm clouds start to gather as Kat fires a wind gust at Tod pinning him to the wall. "Take her Blob." Tori calls out.

Blob palms a fist and advances toward Kat, "With pleasure."

"I'm just to fast for you loosers," Quicksilver says rushing around Sub-Zero and swings at her icy form, only to be frozen solid, Sub-Zero circles around Pietro with a smile, "Ice Clones, gotta love um."

In Middleverse Forge has wired Kurt's device into the car battery, Angela in the back seat with a hand on Kurt's shoulder as he revs the engine, "You sure this will work?"

"No." Forge says flatly.

"Wunderbar. Let's hit it!" as he guns the engine and ports the car, himself, Forge, and Angela.

"Ok. Enough of the warm-ups. Time for some serious smashing!" Fred smiles just as a car horn honks and comes through the portal.

"Ywe-hoo!"

The car hits the Blob at full speed, crumpling the engine and releasing the air bags for Forge and Kurt, Angela is jerked about by the seat belt

"Whoa...good thing I'm the Blob."

"That's going to leave a mark," Angela says as she collapses over the seat."

"Good thing you can heal," Kurt smiles.

"Ask me that again after my ribs stop hurting."

Kurt immediately frowns, "Sorry."

Avalanche seeing the machine is demolished turn and walks off, "Come on, guys. This party's over."

And just like that the Brotherhood retreat, Tanker hoisting the frozen Quicksilver over her head.

"What the heck are these?" Forge says resting his head on the passenger side air bag.

"Re-entry cushions. Cool, eh?" Kurt laughs as he rests against his.

Outside the school at Scott's car.

"Hey, you're welcome to crash with us a while, Forge. Xavier's cool. You'd like him."

"Thanks, but... I'd better go find my parents. I'm 20 years late for curfew! Thanks for bailing me out."

"Hey, any time." Kurt smiles.

"Hop in. We'll give you a lift." Scott offers.

"No problem. It's just a few blocks."

"Ok. But if you need any help, just call."

"Sure. I'll do that."

"See ya, dude." Kurt offers.

"Bye-bye." The rest says together as Forge walks off, All eyes turned to Blob now.

"You serious about join us Fred?"

He looks to Tori and nods.

"We're gonna need another car." Angela jokes.

"No problem," Kurt smiles as he jumps out and lands on Fred's back, "I got him." Holding up his busted Image Inducer, "Need to get this fixed anyway so."

"Uh...right, stay out of sight there dude." Scott reminds.

Kurt gasps, "So it's true... You really are ashamed of me!"

"Ha ha. Right, dude. Hey, listen, about what happened before... my bad."

"No...it was on me, too."

"Maybe...ahh... maybe you're right. I take things too seriously. I need to lighten up some."

"Oh, Scott, not you!" Jean jokes.

"Check his temperature. Mr. Military's going soft!" Tori laughs as she puts a hand on his forehead, Scott shivers, "It's worse then I thought, he's ice cold."

Everyone laughs as Tori smiles, "Oh whoops that was me."

Kurt smiles as the mood mellows, "Yeah. And I could probably dial down the goofing a little."

"Anyway, welcome back!" Scott smiles at Kurt, "So... now what do you say we head home, gear up, and run a level-3 training sim in the danger room?"

Everyone except Blob moans, "Count me in."

Tori smiles, "Now THAT is a productive use of pounding!"

Blob smiles again.

"Oh, man! See? That's what I'm talking about. Always serious."

"Psych!" Scott injects suddenly.

"You got us! Ha ha ha! Very nice. There's hope for you yet."

"Yeah, well, tell me about it on the way to Duncan Matthews' party."

"I can't go, remember? I'm a 'freshman'."

"Hey, you're also one of the X-Men."

"Don't worry. We'll make it happen." Jean adds.

"I still want to pound something," Fred frowns.

Scott smiles, "Alright after we get you set up we'll do a level four training sim, just you and me Big guy!"

"Awesome!"

"Let's roll!" Kurt says as he ports off with Blob, Scott peeling out a second later.

Later at the X-Mansion, Angela pauses in the hall a glass of milk in hand as Scott leads Fred down the hall, "Hey Angela glad I caught you, Blob needs a room and there aren't enough mens' rooms. The professor wants me to bunk you with Tori so Blob can share with Chris."

"Y-You can't do that!"

"Look I know you two are family and all but we don't have enough rooms."

"That's fine," Fed says casually, "I can room with Tori."

Scott smiles, "Nice try big guy."

Fred rubs the back of his head, "Worth a try."

"You don't get it, I've been with Chris since we first mutated, I know how to deal with his power drains, he know how to deal with my headaches. You can't split us up like this."

"What's all the fuss," Tori says coming down the hall.

"Fred needs a room, and Angela refuses to move out."

Tori shrugs, "That all? He can have my room. I can bunk with Logan, I know he won't mind and he isn't here most of the time. Besides ninja's shouldn't really be tied down." she lowers her voice, "I still have enemies you know."

Fred sees red, "Who are they, I'll pound them into the cement!"

Tori smiles, "That's sweet Fred but Scorpion would eat you alive...literally."

"Who the heck is Scorpion." Kurt says porting in.

"Undead Ninja Assassin." Tori says casually.

"Is that why you pose as a guy in uniform?" Angela wonders, "To throw them off the trail?"

Tori nods, pulling a picture from her pocket, it is of her with black hair in a revealing blue outfit with a pair of steel fans in her hands she is facing off against a bare chested Bruce Lee look alike, "Last time I was operating publicly I was dressed like this. The bruiser is Liu Kang. I'm only alive today because he choose to end our battle in Friendship instead of a Fatality."

"Fatalities? What the heck were you involved with Tori," Scott says blanching a bit.

"It was called Mortal Kombat. The prize was the very fate of the world. Pray you never have to know more then that." Tori voice was low and dangerous as she walked off, "I'll talk to Logan."

A silence fell over the group, Fred the first to speak, "S-Scott is there anything I could do the help her?"

Scott looks thoughtful a moment, "Maybe the professor knows something about Mortal Kombat...follow me Fred."

He smiles, "Thanks Scott."

That left Angela and Kurt whose Image Inducer choose that moment to go out. Kurt hunched gave a defeated sigh, "Awe man!" and slinked toward his room.

Angela hurried after catching up to Kurt, putting a hand on his shoulder.

"A-Angela?"

"You OK?" She whispered.

Kurt was silent a moment, his eyes drifting to the Image Inducer a moment.

"Still busted?"

Kurt said nothing, silence passed for a minute before Angela rubbed her eyes and bowed her head, "Meet me at midnight behind the Burger Barn, tell no one."

Kurt tried to speak but she put her index finger against his lips then turned and slipped away, Kurt watched her walk away curiously.

Kurt's blue fur made him almost invisible in the shadows behind the burger joint, he looked at his Image Inducer, the time quarter past midnight. The sound of footsteps drew his attention and quickly he jumped up, clinging to a wall to avoid detection. Angela entered the ally looking about warily, her eyes darting around.

"Kurt?" Her voice barely a whisper? "S-Sorry I'm late..."

Silently he dropped behind her, she avoided his gaze as she turned.

"Why did you want to meet me Angela?"

Now she was the silent one, letting the silence drag on, "I-I...can help you..."

Kurt's eyes went wide, "I didn't know you..."

She put her finger to his lips again, "You can't tell anyone OK...not a single soul...this is our secret...ok?" Kurt tilted his head curiously as Angela outstretched her hand, her fingers lightly touching his cheek, "Close your eyes."

Kurt did so, as a odd tingle rolled through his body, then he heard Angela gasp, "Damn."

When Kurt opened his eyes the first thing he noticed was the pale, pink tone of his nose, heart racing he looked down. And then gasped himself.

"I'm a girl!"

Indeed Kurt was still wearing his X-Men uniform but the form inside resembles that produced by the image inducer, except for one small detail...her gender, what's more her...assets...were a match for Angela's own ample bust.

Angela looked away, breaking contact, "Sorry Kurt."

"I...don't understand" Kurt's new voice said confused.

Angela sighed, finding a box to sit on, "The truth is...I can do more then just heal..."

Kurt took a moment, then her expression grew wide in disbelief, her 5 fingered hands weighing the assets on her chest, "They're real?"

Angela nodded, "I...I thought I could use the same technique I used to...improve...my own body to fix yours but I guess...I guess I need more practice to deviate from my template."

Kurt smiled, suddenly embracing Angela is a warm hug and laughing, "Are you kidding Angela, I'm human, It's not a illusion! I don't know how to thank you."

"B-But..." Now it was Kurt who used a finger to quiet her, laughing a moment as she pulled back her hand and flexed 5 digits not 3.

"This is amazing."

Angela forced a smile, "G-Glad you like it...a-and I promise to try and get it right..." pausing a moment as she looked away, "T-that is...if you don't mind being my guinea pig."

Kurt laughed, but after a moment stopped and looked behind her, "My tail?"

"Sorry gone...for now...you should still be able to cling to walls though."

Kurt leaps over to a near wall to test it, clinging easily, then jumped down to hug Angela again.

"Just remember..." Angela flustered, "No one else can find out..."

Kurt tilted her head a moment, "But...why?"

"I...Just don't want people to know...because they might figure out my brother and my secret..."

Kurt was silent a moment before the light bulb went off, "Both of you, you're..."

Angela quieted him with another index finger to his lips, and nodded, "I don't think the X-Men would really understand...you know...besides it would make any...relationships awkward...I mean Pietro has a crush on Angela, and if he found out..."

Kurt nodded, "Yeah...that could be weird."

Angela smiled, waiting a moment, "Ready to change back?"


	7. Rogue Action

**Episode 7: Rogue Action**

It's a night mission guards patrol a compound as Tori vaults over the fence and lands behind a guard, spraying him with a knock out gas can. The Guard bears a striking resemblance to Storm.

"North perimeter secure." she whispers in a headset.

Chris at another guard. this time, also asleep, one with a striking resemblance to Logan signals in his own headset, "This guy's counting sheep. Uh, I mean... south perimeter secure."

Scott and Kurt port through the ceiling Jean catching them telekinetically before they fall, "Ok. Let's make it a clean rescue." Jean's hold falters and they drop for only a moment before she stabilizes them "Jean!"

"Sorry. You guys are heavy."

"Storm? Storm. She's out." Scott calls softly as he fires a optic blast, trying to hit the handcuffs on the victim but misses.

"Nice aim." Kurt jokes.

"Yeah!" Scott glowers, "I know."

"Which one of you guys has been putting on weight? I can hardly hold you."

"It's Nightcrawler. Burgers 7 days a week will do that to a fellow."

"Ah! The breakfast of mutants."

Fred breaks in over the com, "When do I get to do something, I'm getting board."

"Your the backup plan Blob," Scott says softly, "Sorry but your just not built for Stealth."

Tori breaks into the conversation to add, "Yet. I still plan to make a ninja out of you. I shall call you Frost."

Outside the compound Blob smiles, Kurt chuckles at the mental image of a highly competent ninja Blob with ice powers.

The guard Chris had subdued, or a lookalike come up behind Jean and grabs her arm, "Hey!" *her grip on Cyclops and Nightcrawler falters and they start to fall.

"Let's grab her and 'port outta here!"

"Gotcha!" say as they fall to the ground Scott on top of Kurt, only for the victim to sit bolt upright, it's Rogue and she grabs Cyclops with her bare hand.

"Hold it. Hold it! Stop the simulation." Scott suddenly exclaims.

Professor X entering the room with everyone else and the simulation fades and the two guards, Storm and Logan gather around the X-Men, "Scott, you're never to stop a simulation unless you're hurt."

"Trust me-that hurt." Kurt says with a groan rubbing his side.

"Why's Rogue in this mock-up? She was not part of the briefing."

"Simply the element of surprise. It's part of life, so expect it on every exercise. Well, we're finished. Better get to school."

"Come on, Jean. We gotta help Redetzke load for the field trip."

"I'm up for a Combat Sim," Blob say crossing his arms over his chest.

Logan gives a wry smile, "I could give lover boy a work out."

Blob smiles back confidently, "Give me your best shot little man!"

The rest of the X-Men wince.

"This is gonna get ugly." Jean muses.

Outside the school Redetzke and several students are gathered around a school bus, "All right. Double-check your spelunking gear. Make sure your packs contain a hard hat, spiked boots, s, rations, lamps, candles, and matches. Remember: there are no sporting goods stores in the tapo caves. Oh! And I'd better not see any gametoys."

"Aw! Come on! I just a new one from Hartford Industries!" One student complains as he puts his portable gaming unit away, along with several other students.

"So he threw off your game by sticking Rogue in the simulation. What's the big deal?" Jean comments as she and Scott make their way to the bus.

"Me fouling up isn't the problem."

"What then? Because he chose Rogue?"

"Yeah...I guess. Look, how can we pretend she's the enemy in battle simulations while we're trying to convince her to be our friend? If we can't think of her as a friend, she'll never want to join us."

"Hey, it was only a simulation, Scott. Nobody wants you to stop trying with Rogue."

What neither of them notice is Ms. Darkholme lurking in the shadows, listening and once the two are gone she slips away, making her way to the gym where Rogue is doing kickboxing practice before pausing and looking out the window to watch Scott and Jean securing the bus.

"Jean, tie that down over there. I got it. This trip oughta be fun."

Rogue gasps as she sees, "Principal Darkholme!"

"He's never going to be your friend. You know that."

"Who, Scott? I ain't interested in him."

"Really? Tell me, dear, have you forgotten how Mr. Summers friends attacked you?"

"No. It's just that..."

"Just this morning I overheard them discussing their simulated battle exercises with you as their target."

"But why? Why would they do that?"

"I think it's time that you be reminded just who your friends really are. Enjoy the field trip, dear. It should prove most enlightening."

Back outside the school Redetzke makes his way over to, "Jean... bad news."

"What?"

"Seems administration won't clear your time off for the field trip. Something about too many absentee days in your file?"

"Whoa-w-wait a second! Those were all approved." Scott interjects.

"If they just call professor Xavier, he'll-"

"I wish we had the time, Jean, but they've already filled your spot. I promise we'll clear this up when I get back. Hey...I'm really sorry."

"Yeah, well... have fun."

"Oh, man. That stinks! Who filled her spot?"

"New student. Ok, junior geologists. Let's pile in. We're behind schedule." Redetzke says pointing to Rogue as she boards the bus.

The X-Mansion, Xavier's office, where his chair is suddenly pushed against a wall but a unseen force.

"Magneto! Why are you here?"

"I've come to pay you a compliment. Your young charges... they seem to be flourishing under your tutelage."

"Yes. They're doing quite well."

"I'm referring to the development of their mutant powers."

"I am very proud of them."

"Proud? Yet you don't trust them."

"But I do trust them- with my life!"

"But not with the truth!" Magneto laughs darkly.

Back to the bus it starts to snow, the driver, Mr. Redetzke is not pleased, "Oh, wonderful. It's starting to snow."

"Yeah! Fresh powder!" Paul cheers.

"This isn't a snowmobile trip, people. Too much of the white stuff means we turn around."

The students start grumbling, "What?"

"What are you talking about?"

The bus begins to slide and everyone screams, quickly Scott opens a window blasting a trough in the snow to create a snow barrier to shore up the bus.

"Everybody ok?!" Redetzke says coming to a stop.

"Oh, now what?" Paul wonders.

"We head back." the disappointed muttering is quite loud in chorus, "Ok, ok, people. Now who wants to get out and push?"

"Mr. Redetzke, why not take our snowmobiles to the cave and wait out the weather there?" Rogue offers.

"Yes, love that idea." Paul comments.

"Sounds good to me."

"Let's do it."

Shortly on the snowmobiles Rogue rides with another girl Scott with Paul, "Test your mettle, tough guy?" Rogue taunts Scott.

"What? No. No racing. No!" Rogue's partner protests holding her tighter.

"Oh, you're on." Scott counters.

"Yeah!"

"Aah!" the girl screams.

"Huh? Wha- ok, you know what? I've had enough. Scott. Scott!" Paul protests.

"Oh! I think I'm gonna be sick." the girl grouses as Scott and Rogue take sharp turns.

"No, no, no! Forget it, you maniac." Paul screams, "Whoa!"

Rogue grinds her snowmobile against Scott's nearly knocking it over the edge.

"Oh! Lean in! Lean in!"

"Man, that girl is wiggy. She didn't care what happened to us."

"Yeah. Where'd that come from?" Scott wonders as Rogue sprints ahead and Scott stabilizes his ride.

As Scott and Paul arrive at the came Rogue smile fiendishly, "No trophies for second place."

"How does a southern gal like you learn to handle a snowmobile?"

"Let's just say I'm full of surprises."

Back at the mansion.

"Why not tell them the truth?" Logan asks as he and the Professor talk in a sitting room, Storm is staring out the window.

"How do you tell students that their principal, whom they're supposed to respect, and their enemy, are one in the same?"

"Look, if there's anything those kids are used to doing, it's keeping their cool and keeping their secrets."

"I don't know."

"They'll deal with it. Trust me. you've taught 'em a lot."

"Trouble's brewing." Storm finally speaks as Jean enters, "A blizzard in the mountains."

"The geology club left for their field trip up there this morning."

"Jean, I thought you were going with them." The Professor says surprised.

"Yeah, so did I, but I found out Darkholme deep-sixed me at the last minute to make room for her little Rogue."

"Rogue. You're right. Trouble is brewing."

Just then the phone rings, Jean telekinetically brings it to her from it's wireless stand, "Xavier Institute for Gifted Youngsters."

She pauses then looks to the adults, "Any of you know a 'RJ'?"

Logan snatches the phone before Jean can react, "Trouble RJ? Who? WHAT! I'll be there." before hanging up the line and storming toward the doors, "I'm Borrowing the X-Jet Charles, Be back soon."

"Wait, What is it Logan."

"Private business."

Xavier looks over to Jean and nods, "Jean!"

"On it Professor," Jean say telekinetically grabbing Logan.

"Put me down Red," Logan says growling as he pops his claws.

"Not until you tell us what is going on."

Logan sighs, "RJ picked up my training after the Lin Kuei went...rogue...and starting turning all their ninjas into cyborg monsters. Some girl just collapsed in his Pizza Parlor she had Ranger Technology Chuck and was Talking about SHIELD. This to beyond anything your kids are up to Charles."

Charles nods, "Still I don't like you going off alone. Tori's part of this entire thing pick her up from school."

"I'm going as well," Jean protests.

"Fine," Logan growls, "Let's just go!"

Back at the mountain, "Ok, we're stuck here. Might as well make the best of it. So in review- metamorphic rock. Question: what has altered it from its original state? Answer: heat, pressure, or chemical change. It was one thing. Now it's another. A mutation. Ok, over here... somebody point out examples of other igneous rock formations." Redetzke says as he leads the group deeper into the cave.

"How about that, Mr. Redetzke?" a girl points to a rock formation.

"Exactly. Rock forms from very hot, molten material. It's deformation usually a result of stress, not weathering this far into the cave. And here you'll see indications of drapery formations." As Redetzke continues Scott and Rogue wander off.

"Wow. Wha-" Scott stopping mid sentence as they come to a massive waterfall inside the cave with Rogue stare out at it, "oh! Rogue?"

"I need to know, Scott. What is it you want from me?"

"I-I don't want anything. Well, except maybe your friendship."

"Know what I want? The truth. Am I a target for you and your x-freaks?"

"We, uh-"

"It's true, isn't it? I know all about your battle simulation- the one where I'm the enemy."

"No, no. Wait. Rogue, it's complicated. We're not who you think we are. We've never tried to hurt you. You've been lied to. Look, we want you with us."

"Yeah? Well, sorry. Not interested."

Paul emerges a moment later behind them with a flashlight in hand, "Hey, everything all right? Redetzke's looking for you."

"Paul here is your friend, but I bet you'd never practice fighting him."

Paul shifts into Darkholme, "I'm afraid you'd lose that bet, Rogue. Hello, Scott. Are you more surprised to see me..." then to Mystique, "or me? ha ha ha ha!"

"Principal Dark- you're Mystique?"

"Something Professor Xavier neglected to tell you. Nice of him, wasn't it? You have no idea what he's been hiding from you. Let me fill you in. You X-Men are nothing but puppets for Charles Xavier, and I am a sharp blade cutting your strings... just so I can watch you fall." and then she shoves Scott off the

cliff.

"Ok we've landed Charles," Logan says into his com watch as he, Jean, and Tori exit on X-Bikes.

"Good, the storm is getting worse, I'm recalling the X-Jet, we may need it." Xavier says over the com as the X-Jet lifts off, "Good luck Logan."

"Thanks Charles."

"So where's this Jungle Karma Pizza?" Jean wonders.

"Just down the block," Logan Grumbles as he peels out Tori and Jean on his tail.

It is a short ride before they come to the green sign with the clearly printed leopard (or peperoni!) print sign for Jungle Karma Pizza, Securing their bike they move around to the back, Logan knocking. A moment later a brown haired man with a permanent 5 o'clock shadow answers.

"Logan!" RJ say with a smile, hugging the Wolverine as he leads him up to the second level loft where a black haired girl is lying on a cot looking pretty beat up. "Who are your friends."

"Tori Hanson," Logan introduces, "Former Lin Kuei ninja, former Power Ranger, Former Mortal Kombat survivor, I trust her with my life."

"And the other one," the girl says sitting up, only to wince.

"Jean Grey, codename Marvel Girl, I'm with the X-Men."

"Never heard of um." The Girl says picking up a device by her bedside and strapping it to her arm.

Tori rushes over, examining the device, "That looks like it was based on my Wind Ninja Morpher."

"Probably was," RJ explains, "Greer here was working for a old friend of mine, Dr. Rumulo. She was trying to reverse engineer Project Rebirth -"

Logan growls and unsheathes his claws, "Cap and I made sure we mothballed that!"

"Logan listen," Greer winces, "In order to find a cure for something you need a sample of the original. But the project was a dead end."

"Right," RJ continues, "But they did find a way to tap into the Universal Morphing Grid." RJ smiles holding up Greer's Morpher arm, "And walla, the prototype Solar Morpher."

"But then they kidnapped the Doctor, and dropped a building on me. They stole the other two Morphers but couldn't find this one. When I morphed I was able to survive the demolition and tried to track them down but got my ass handed to me. Dr. Rumulo had mentioned RJ before, without any other options I came here for help."

"Where are the kidnappers now?" Logan growls.

RJ leads them all over to a recliner around a set of TVs, "I've picked up where I think they are holed up on my city wide sensor grid, Greer was hoping you could lend her a hand."

Logan nods, "That's why we're here kid." then looks to RJ, "You coming RJ?"

"Someone has to stay behind and run mission control, besides I have a pizza parlor to run."

"Right, keep us on top of any surprises," Logan says as he help Greer to the stars, "You ok to fight kid?"

"I heal quick, side effect of bonding with the Series One Solar Morpher, doesn't make it hurt any less though."

"I feel you kid, so what do you call yourself, not much of a Ranger Team when there's only one of you."

Greer smiles, "You can call me The Cat."

Rogue screams as Scott falls glaring daggers at Mystique, "No! Scott! Why did you do that?"

"I'm protecting you, dear, from his lies. He only wants to hurt you. Just like Charles Xavier and all the other X-Men."

"And you don't?! What did you do to Paul?"

"Let's just say he missed the bus thanks to a little miscommunication about the departure time. Now let's rejoin the others," she morphs into Paul again, "and break the tragic news."

"No more secrets." Rogue growls as she pulls of a glove and grabs Mystique.

"Noooooo!"

"Your powers are mine! Your memories are mine!"

A flood of memories flow into Rogue of how Mystique lied to her:

'Absorbing his memories and physical abilities. Wonderful.' Mystique and Irene in the car at first contact.

'She will come to us willingly... given the right incentive.' Morphing into Wolverine.

'We cannot lose her. Especially not to Xavier.'

Rogue whimpers as Mystique collapses, then Rogue gasps and runs to the edge of the cliff, "Oh, Scott! I'm sorry."

He is hanging on for dear life as she leaps down to the small ledge inadvertently shifting to Mystique, Shocked he looses his grip but Rogue catches him and shifts back to normal, "Gotcha!" Pulling him back up.

"It's gettin' kinda hard to tell the players without a score card around here. Thanks for the lift, Rogue."

Mystique lays there, whispering into a com in her ear, "Plan B." as she shifts into Storm.

"Don't thank me yet. Look!"

"Storm it's alright, she's on our side."

'Storm rolls a boulder at them. Knocking them into the water, as lighting strikes rain down around them. What neither can see is behind 'Storm' is Kat making the real weather magic.

"Hang on to me!" Scott say pulling Rogue close as they wash out into the blizzard, Scott has a head wound and is fading in and out of consciousness.

"Scott. Scott. Listen. Just hang on. You're gonna be ok. You're gonna be... oh, man. We're gonna die."

Scott moans, "Thanks for the pep talk."

Rogue shivers, "...thanks."

"Y-you saved my life."

"I owed it to you. Mystique had me pretty mixed up. Her mind's a tortured mess, but I saw enough to know that you're not my enemy. I really thought she cared about me."

"Yeah now we just need to convince Storm of that," Scott groans. "B-But Mystique...she probably does care." Scott shivers, "s-sometimes it's really hard to...understand adults. They never seem to trust us."

"Scott. Don't pass out. Come on... w-wake up."

From a ledge 'Storm' Looms overhead, Kat hidden behind her, "You hurt one of the X-Men and you go down hard Rogue!"

"I didn't do it! P-Please just get some help."

'Storm' (really just a dummy) is tackled by Mystique as she shifts into a wolf, then makes her way down toward Rogue and Scott.

"You stay away from us both." Rogue growls shifting into a wolf herself.

From a distance off a young girl watches the two shift into wolf forms and circle each other, she shifts herself into a wolf form and runs toward Scott. Up above the Blackbird flies in.

"We're movin' too slow. Clear it up will ya?" Blob protests.

"I'm a weather witch, not a snowplow. I'm doing the best I can."

Xavier puts his fingers to his temples reaching out to Scott, 'Scott. Scott! I hope you can hear me. we're on our way. We're-' his eyes open with alarm, "Scott! He's hurt."

"Great. How are we suppose find him in this whiteout?" Kurt whines.

Scott groans as the wolf shifts back to the girl as Mystique and Rogue fight tooth and nail. "X-men... they're coming... who?"

"We need to get you to safety," the girl says softly.

"M-My glasses, take them off."

The girl nods and Cyclops Optic blast shoots into the sky, the girl stumbling backward.

"There!" Fred point off to the side as Rogue lands by Scott and the girl, looking at her curious, "Who are you."

"Rahne," She growls shifting to a wolf and goes after Mystique, "Help your pack mate."

Rogue shivers, "Sorry Scott," she says as she touches his forehead.

Scott groans, "Uhh!" the gasps.

Rogue stands up, eyes glowing, "Some friendly advice, teach... don't mess with the Rogue!"

She hits Mystique with her optic blast and it falls over the cliff, morphing into an eagle on the way down and flying up past the X-Jet.

"Give it up, Mystique, you'll have the Immovable Blob to fight next," Blob says cracking his knickles with a evil grin.

Mystique flies off.

"Hang on." Kurt says porting down to the three and then back up to the X-Jet, Blob taking opening a first aid kit to treat Scott's wounds while Kurt get's blankets for all 3 to warm up in.

"You know who the good guys are yet?" Scott smiles weakly at Rogue.

Rogue shivering, "If I don't say 'you,' will I get thrown out of this jet?"

Kurt smiles, and secures the exit hatch, Xavier wheeling over, "No, though I hope we have earned your trust by now."

Rogue holds her head, "I'm just not sure. Why did Storm attack us Mystique doesn't have weather powers."

"But Kat does, and Storm has been in the X-Jet the entire time."

Rogue shuts her eyes tight, "Nothing makes any sense."

"What about you little lady," Kurt says looking at Rahne, "I'm going where my wolf-sister goes!"

Rogue cracks a weak smile.

"Is everyone ready," Logan crouches near the back entrance of the where-house.

"Almost," Greer whispers as she adjusts the dial on her morpher, a pair of shades flip up and fold out and a male voice speaks from it, "It's Morphin' Time."

Logan growls, "Damn Ranger Tech is the exact opposite of stealthy."

"Red Tiger!" Greer shouts as Logan charges slicing open the door as a ring of energy flows up from Greer's feet to form boots and tights then a skirted tunic, all in red. The helmet forms as she shouts, "Morphin'!" and the glasses on the morpher digitize and fly off to finish the suit.

Sub-Zero had already charged in on a ice slide and Jean floated in behind her by the time Greer can run in.

Red cyber ninjas wait on the other side, surrounding a woman in a lab coat tied to a chair.

"It was a trap!" Logan shouts as the ninja's chests open firing missile at the three.

"Exactly," A digitally echoed voice says as a hawk headed cyber ninjas drops down behind them, Tori narrows her eyes and growls, "Sektor."

"We got these goons," Logan shouts out, "Cat free the doctor!"

Jean telekinetically hurls several of the cyber soldiers against a far wall as Logan slices his way through. Sub-Zero circles Sektor freezing any missiles he fires her way, "I know your still in there Shane, fight it. This isn't you!"

"Shane, Codename Ermac is obsolete programming, his flaws have been corrected in this model." Sektor says coldly as he fires a energy net at Sub-Zero.

It hit's a ice clone as she slides between Sektor's legs, Freezing them in a ice block, "Don't make me Finish this Shane."

Sektor's upper body rotates at the waist a full 180 degrees, to Sub-Zero's shock and fires a energy net, Sub-Zero struggles to get free as Sektor fires another missile salvo.

It explodes in mid air thanks to Jean who with Wolverine have taken out all the other cyber-ninjas Leaving Sektor to face down The Cat, Wolverine, and Marvel Girl. The pause is enough for Sub-Zero to break free.

"I know your still in there Shane, done make me end it like this." Sub-Zero says pulling of her mask.

"Target Codename Sub-Zero Identity confirmed," Sektor says coldly before his voice warbles, "T-Tori?"

"Shane fight it," Tori casts a gaze at Jean, "Jean help him!"

"I'll try," Jean says putting her hands to her temples, reaching out and into Sektor's mind.

"Tori Listen to me," Shane pleads, "You have to freeze me, NOW before Sektor takes control again. The you have to finish me off. Please I can't hold out."

"Jean?"

"It's to hard," she grunts collapsing.

Tori sighs, slipping back on her mask, tears starting to fall, "Good bye Shane, we had some good memories."

Sub-Zero throws out her hands, piling ice on top of ice until Sektor is encased in a block of it, and sighs turning away. "Logan would you think less of me if I brought Shane back Xavier to save."

Logan smiles, "Not at all Ice-Cube, Not all all."

"Some interesting friends you got there Greer," Dr. Rumulo smiles.

"I know."

"It's the same as lying to us. We had a right to know who our principal really was." Jean argues with Xavier.

"Yeah! Totally! How come you didn't tell us?" The collective X-Men shout.

"Yeah, man. What did you think we were gonna do, go after her?"

"I would have told you guys," Fred injects, "But I thought you knew."

"It's alright Fred," Tori says with a smile. "You also just joined the team, I'm sure you would have done the right thing" her gaze cutting into Xavier like a scalpel.

"We know better Prof," Chris protests, "She wants to play like nothing's goin' down, so can we."

"It's like we were playin' with fire and didn't even know it." Angela adds in.

"Rogue?"

"It's...not my place."

"Sure, it is," Tori adds in, "You're part of the family now."

Rogue looks away, "I'm not part of any family yet...I-I just know I can't go back to the Brotherhood."

"Go on Rogue. Tell us what you think." Chris injects.

"Well... I think- no. I've learned that honesty is very important between people you care about. At least it is to me."

The Professor takes a moment to reflect, "You're right... all of you. I must apologize for keeping that but please understand, there are many challenges in your future - secrets. Elements of surprise. Some you're ready to deal with... and some you're not. In the future, I will try to do better in knowing which is which."

"Thanks, professor. We're all in this together. It's nice to know we've all got something to learn. That's what makes us X-Men."

Xavier smiles, "Now onto more pleasing news it's seems our little Institute is growing in leaps and bounds, Logan," Logan opens the doors so Rhane, Dr. Rumulo and Greer can enter.

"Rhane Sinclair and Greer Grant will be joining you fellow students, And I am pleased to announce that Dr. Rumulo will be joining the staff. Storm and I will be staying converting some of the store rooms in the sub-levels into our bed rooms until I can get some more rooms added to the main mansion."

"Welcome!"

"Hiya!"

"Hey!"

"So what are your powers?" Fred says curiously.

Dr. Rumulo isn't a mutant but is one of the top scientists in the field," Xavier explains, "She and Greer ave requested asylum here to protect them from some people hunting them. As they are friends of Logan I granted them it."

Then he looked to Rahne, "Wolfsbane can change into a human, wolf or a mix of the two. While Greer is the sole owner of Dr. Rumulo's hard work, the Series One Prototype Solar Morpher, it is keyed to her DNA so she is the only one who can use it."

"Morpher?" Kurt gasps, "No way...does that make you a...Power Ranger?"

Greer nods.

"Oh this I gotta see," Chris muses.

Greer smiles, "Alright!" Greer adjusts the dial on her morpher so once again a pair of shades flip up and fold out and a male voice speaks from it.

"It's Morphin' Time."

"Red Tiger!" Greer shouts as a ring of energy flows up from Greer's feet to form boots and tights then a skirted tunic, all in red. The helmet forms as she shouts, "Morphin'!" and the glasses on the morpher digitize and fly off to finish the suit.

The X-Men whistle and cheer.


	8. Toadcam

**Episode 8: Toadcam**

"Now breath in, calm your mind," Tori explained calmly.

Blob was opposite her in a X-Uniform, the rest of the X-men gathered around watching.

Blob did as told, closing his eyes slowing his breath.

"Now hit me!"

And that all went away as the Blob open his eyes and swung out with all his force, Sub-Zero vaulted over him and delivered a swift kick to his back that made him stumble and then fall over. The X-Men broke out in laughter.

Blob saw red, "STOP. LAUGHING. AT. ME!" with a roar he charged the X-Men, he didn't make it a foot before being encased in ice. Sub-Zero coming around the front of the Blob and sighing, "Oh thanks guys, you can head out now." She says to the X-Men who left the Danger Room as Sub-Zero found something to sit on, waiting for Blob to thaw.

"You need to control your anger Fred, your never going to become Lin Kuei unless you control your anger."

Fred was starting to thaw now so he was able to speak, "But they were laughing, I don't like people laughing at me."

"They we're doing their job. I asked them specifically to ridicule and laugh at you, remember."

Fred rubbed the back of his neck embarrassed, "I know...it's just."

"Have you ever seen me angry Fred. As Lin Kuei you need to be able to control your emotions," she clenched her fist a moment voice getting harder, "Not remove them, we are not machines." then her ton returned to normal, "But you must know control. The damage a Lin Kuei can do without restraint is enormous, if you were to add the X-Factor you could be truly unstoppable. That's to much power to leave unchecked."

Fred bowed his head, "I-I know...but it's so hard..." then after a short pause he added, "Besides you get angry all the time." cracking a knowing smirk.

"Like you?" Sub-Zero smiled, removing her mask.

"N-No."

Tori smiled, "And that's the difference, at my worst I still have control. You have none."

Fred bowed his head, "I'm working on it."

"Have you set up a appointment with the Professor, years of no control can take years, or decades, to break the habits, he can help."

Fred shook his head, "I-I'm nervous about having him inside my head."

"Fair enough," Tori sighs and stands heading for the door, "Come on let's get some breakfast before school."

Fred paused, before finally getting the nerve to speak, rummaging in his pocket, "Tori."

She stopped and turned, "Yes Fred?"

He pulled a small ring case from his pocket opening it, "W-Would you d-do me the honor of becoming my girlfriend...officially."

Tori tensed, then looked away, "I-I can't F-Fred. I just can't."

Fred grabbed her arm roughly, a flash of that old anger in his voice, "Why not. I love you Tori. Why aren't I good enough!"

Tori sighed, looking away, "It's complicated Fred, to complicated to explain."

Fred tightened his grip and tone, "I quit the Brotherhood for you, I let the X-Men make fun of me for you. I've told you all my big secrets and fears but you tell me nothing about you." He hurls Tori against a wall she rolled, creating a ice clone in the process of recovering so she could land. Blob stalked over, "Why don't you like me Tori!" he demanded.

Tori leaps over Blob, and froze him, landing on a box to sit on, "I'm not not ready for a relationship Fred. I'm...I'm damaged goods." she sighed as Fred started to thaw, "B-But I suppose I owe you a explanation."

Fred plopped down Indian style, arm cross, a scowl on his face, "Yes you do."

Tori took a long breath, "Two years ago I was not the master ninja you see here. M-My friends," Tear were starting to roll now, only a few but it was noticeable, "Ermac and Tremor, w-we were not what you called the best of students. In fact our mentor had stated we really needed to decide if we were serious about becoming Lin Kuei." her voice grew darker, colder and more distant, "Then he came back."

"Who?"

Tori sighed wiping some tears away, "A disgraced and exiled Lin Kuei...Oniro. Upon his return he brought with him a army of aliens, demons, mutants...I'm not sure which. And his first action was to attack our sanctuary. He took away all the students, and burned the place to the ground. No one escaped except-"

"You?"

Tori nods, "And Ermac and Tremor, by chance on that day we were running late back from town when a couple's care broken down, I told them that Sensei would have out head if we were late but they insisted on helping," Tori smiles, "in truth I'm glad we did...it was the right thing to do. But also by the time we arrived Oniro forces had withdrawn, we had been spared. While the Grand Master's son had also avoided detection and capture...you see he was not Lin Kuei, for his father had forbade it. The Grand Master had also survived by a twist of fate, but was stuck in the form of a Guinea Pig. With no one else free the three of us were the only one's left to defend Blue Bay Harbor from Oniro's forces and rescue our comrades as the Wind Power Rangers."

Fred was left agape, "Y-You were A Power Rangers? C-Can I see your morpher?"

Tori shook her head, "They were lost in our final battle with Oniro, and while we recovered them about half a year later they were quickly drained in our final battle against the combined forces of Oniro and Messogog along side the Dino Thunder Rangers."

"W-Wow."

Tori sighs, "And that is when everything went south."

"W-What happened?" Fred said cautiously, moving to hug Tori who was shaking slightly.

"M-Mortal Kombat happened." Tori took a long breath to compose herself, "Mortal Kombat happens once every 500 years to decide the fate of Earthrealm, our realm. With no Ranger teams active at the time of the tournament, and our own Ranger Powers gone the Grand Master must have felt Earth had no chance at survival. It is the only reason I can think of that such a kind and wise man would institute the Cyber Initiative. He must have truly believed that combining Lin Kuei training with cybernetic augmentation would create warriors powerful enough to make up for no Wind Morphers. T-Tremor-" she had to stop and control her emotions a moment.

"T-Tremor loved comics, he loved the Rangers, it must have seemed like a dream come true to become a Cyber Ninja, and Ermac was always willing to put his life on the line to help people. They volunteered first the rest followed suit...E-Even B-Blake."

"Blake?"

"Blake...Lightning was my boyfriend, he was also one of the Thunder Rangers, along with Kameleon and Thunder who rounded out out team. But what I saw what the Cyber Initiative did to their souls I knew it was the wrong decision, I fled, and entered Mortal Kombat under the name Kittana, Princess of Blades."

Tori rose heading for the door looking defeated, "After I lost Mortal Kombat I wandered for a time until Logan asked me to test Xaiver's security...the rest it history."

"W-Where are you going Tori," Fred say following after.

"I-I need some time to think Fred...these were not good memories...but I hope you understand why we can't be anything more then friends...E-Everyone I have every care about is gone. The people I trusted corrupted by fear and power. Your not the problem Fred, if anything," she Paused looking back, tears falling from her eyes, "I'm not worthy of you...I'm dead Fred, I died when the Grand Master betrayed us, now all that is left is a cold heart stabbed by the icy spear of betrayal."

As Tori walked off Fred lumber after, "Tori wait!"

Outside town at the Bayville water tower Sabertooth climbs to the top, a pair of binoculars in hand as he scans the horizon, seeking out his prey. Wolverine.

Meanwhile over at Bayville High just as the bell rings and student file out of their classes.

"Yeah, man, it's due tomorrow. "

Yeah, yeah."

"No, it's good."

"Come on, we're gonna be late."

"I gotta get to gym."

Got to..."

Tod is looking down at his paper a big fat F on it, "Yo, Professor X's gonna ground me for the rest of my life."

"Mr. Tolansky, could we talk for a moment, please?" The Teacher calls over Tod who hops his way over, "Admittedly, I asked for a report on the Star Wars program. However, I wasn't talking about the movie."

"That movie was the bomb, yo."

"Which is fine. But I was expecting a report on the national space defense system."

"Yeah...I sorta figured that out by my grade. Is there anything I can do to make this up, yo? Extra credit? Anything?"

"Hmm... perhaps there is something." The teacher says removing a film camera out of his desk, Tod's eyes go wide."

"Whoa, a digicam. Cooool!"

"You know, Tod, current events can mean a lot of things, including things that are important to people your age. They don't have to be huge. They just have to mean a lot to you. How would you like to do a film report on that?"

"Yo, seriously? You got it."

"Here. Project is due at the end of the week. I suggest you get started."

"On it. And thanks, Mr. V." Tod say hopping over to a window and out peering through the camera eye piece and looking around. "Cool. Instant rewind, digital zoom. Hey, I can even see the institute through this thing. Wow!" he chuckles as he watches Logan key in the comand to open the gates. The he pauses, "But Mystique could get some quality X-Dirt off this thing." Tod's grin widened.

"Tod!" Kurt says porting in, Tod screams the camera fumbling before he can recovering it with a tongue grab.

"Warn a brother before you do that elf! I almost broke my new camera!"

"Sorry. Image Inducer's on the fritz. I've got to get back to the institute before someone sees me. that means missing our shop class."

"Hey, no prob." Tod grins wildly, "I'll catch it on tape for you."

"Cool! Then I'm outta here." Kurt ports out.

From the top of the water tower and Sabertooth watches Tod, and growls.

"And...action." Tod whispers as he turns the camera on Rogue and Kitty in the halls by the lockers."

"I didn't swipe your stupid novel." Rogue grouses.

"Oh, right. Like, I suppose it just got into your gym locker by accident?"

"You loaned it to Fred, and he loaned it to me. I was gonna give it back."

"Oh, right, like-" Kitty is intrupted as she bumps into a cute guy and flusters, "unh. Oh, sorry. Could I be any klutzier?"

"No problem. Let me help." Hey says bending down to help her pick up her books.

"Hey, I feel like such a dork. I mean, I really should look where I'm going."

Tod smiles, "Ohh a love triangle."

"Here you go." The boy smiles.

"Oh, ho ho. Thank you, Jason."

Rogue mockingly imitates Kitty, "'Thank you, Jason.' uck."

"It's Kitty, right?" He ignores it.

"Uh, yeah. Kitty. That's right. Yeah." Kitty giggles, "Hi. Oh, I already said that. Um... what you doin'?"

"Uhh! I am definitely gonna be ill." Rogue grouses.

"Hangin' posters. Auditions for the school play are tomorrow night. Hey, you're gonna try out, right? We need girls who can sing and dance."

"So, like, what part do you play?"

"Um, I'm the, uh, male lead."

"You're gonna be Dracula? Cool. Well, then, duh. I mean, yeah, sure. Of course I'm gonna totally try out."

"Great. Well, then I'll see you tomorrow." Jason says smiling as he walks off.

"Just when I thought you could not get possibly more pathetic." Rogue moans, "I mean I thought you and Lance were dating. Your a real Tom Cat Kitty Pryde."

"At least I've got a hope of getting cast, unlike you." Kitty sticks out her tongue, "B-Besides Lance and I are just friends...h-he needs someone he can confide in...you know...because."

"Time to get up close and personal, yo," Tod says moving closer, hanging from the ceiling.

"Yes I know, shake-rattled-and-rolled his parent's into a early grave," Rogue scowls but softens a little, "Y-You know he could stay at the Institute...S-Scott's kind of the same. Chris and Angela two, their all orphans."

Kitty sighs, "I-I know but Lance doesn't like rules, he wouldn't fit in."

"Neither did Freddy and-Hey!" Rogue finally sees Tod, "What are you playing at, Toad?"

"It's cool. I'm just doing an assignment for Vandermeer's class, yo."

"I'd better not see my face on that tape, or they're gonna be calling you roadkill." Rogue says getting up in the camera's lens.

"Uh, yeah. Hey, look, don't worry about it." Tod forces a smile "So, are you guys gonna audition for this?"

"Well, I am." Kitty says casually.

"Yeah, me, too." Rogue adds competitively.

"Cool. Oh, yeah, character conflict. Now, that's what I'm talking about."

Shortly outside the the school Sabertooth watches Tod closely, growling, "Yeah!"

Tod looks into the camera as he balances on a window, "And now for an Toad's-eye view of what it means to be athlete extraordinary."

Tod back flips catching a wall and bounding from lamp posts and houses, Sabretooth in hot pursuit until he catches Toad mid leap and pins him taking the camera and takes off around a corner.

"Uh oh!" Tod hops after but quickly gives up, sighing as he sits down.

Sabretooth rewinds the tape re-watching the first few minutes including Logan riding up to the institute and keying in the gate code. Sabretooth laughs.

There is a sudden pop as Nightcrawler appears over Sabertooth, Snatching up the camera, and poping out before Sabertooth can react, appearing back at Tod.

"Yo, thanks Kurt."

"No problem Tod, just make sure you get me a copy of shop class."

Tod smiles as he looks over the camera, "Yo, man, I hope it isn't busted. Seems to be ok though."

Nighttime, behind the Burger Barn, Angela leans back against a wall looking exhausted, across from her is female human Kurt again, there are a few variations in the face and body so she is not so close a clone to Angela, and her bust is slightly smaller.

"Sorry Kurt, don't got any more juice in me."

Kurt nods, fiddling with her Image Inducer until she looks normal again, "It's ok Angela. I'll port us back you can fix it in the morning."

Angela nods half asleep, "S-Sorry Kurt."

Alarm clock buzzes the sudden noise starting Kurt awake who ports out as Tod grabs the alarm with his tough and launches it at a wall. As Kurt ports back looking confused Tod groggily sits up.

"Tod you really need to change the alarm tone," Kurt says wit ha sigh his voice still a bit high.

Tod sits up looking confused at Kurt, "Getting a cold?"

Kurt laughs nervously, "Gotta hit the showers," and ports out quickly.

A knock on door comes next as Dr. Rumulo pokes her head in, "Up and at 'em, Tod. Breakfast in 10." She pauses seeing the camera some dried slime clinging to it, "And what's this?"

"It's a school project. I'm recording current events... from the Tod Tolansky perspective."

"I don't mind the Tod Tolansky perspective... but I don't think a Toad-eye view is such a good idea."

Tod smiles wryly, "Y-Yeah. I get you."

"I think you better let us take a look at your film before you turn it in. Understand?"

Tod nods.

Outside Jean's bedroom.

"Maybe the red. No. Maybe the... mmhhh...hmm." Jean pauses from picking out dresses as she spies Tod with the camera, "Hey! What are you doing? Hey, get that camera outta my face now!" with a flick of her hand the door slams shut and Tod flies across the hall.

"Whoa...uhh! Ohhh... hey. Touchy, touchy. Wasn't that interesting, anyway. Let's see if I can find some real action around here, yo."

Outside on the grounds Logan Tori, Greer (n ranger form), and Cyclops stand at a start line painted in the sand.

"Field battle training sim 7. Activate." Logan says in a low voice.

"Watch your back!" Scott adds.

"Watch mine," Greer laughs.

"You can give up now, I'm taking the blue ribbon."

"Now, that's reality tv!" Tod say as he hops after filming, cheering.

"Grrr." Logan growls as he spys Tod not aware of flying iron ball, "No! Look out!"

Logan knocks the projectile off course, damaging the grounds as he pins Tod, Sub-Zero ice sliding around to Tod's other side, "What do you think you're doin' here, bub?! those things could've taken your empty head right off!"

"I...I was just tryin' to get..." Sub-Zero takes the camera, "gimme that thing!" Greer and Scott coming around to Tod next.

"Hey! Give it back!" Sub-Zero tosses the camera to Logan who deletes the footage of the training sim. "Aw, man! Why'd you do that?"

"Let's just say you got on my bad side. Now, what else you got on this machine?"

On the camera Sabertooth grins evilly, "Thanks for showin' me where Logan is, kid. I owe you one."

Logan growls

"Who the heck was that?" Greer wonders.

"Sabertooth. He's got old issues with Wolverine. And it looks like you clued him in to our location." Scott glares at Tod just as an Alarm goes off.

"Ya think?" Logan growls as Sabertooth charges toward them.

"Not bad, Logan... but not good enough!" Sabertooth snarls.

'Logan, I thought you had prevented Sabertooth from following you here.' Professor X telepathically questions Logan.

'I did last time, Charles. But this time... he had help.'

"Eeep!" Tod says hopping away, "I-I'll go get help."

The entire team comes running out as Tod is hopping toward the main doors (Storm, Chris, Kurt, Fred, Rogue, Professor X, and Wolfsbane).

Logan growls, "No! He's mine!" as he charges and grapples with Sabertooth.

Storm clouds gather as Greer flying kicks Sabertooth off of Logan the full X-Team gathering behind Logan as Storm glowers, "This is not the place for your private war!"

Optic blasts, ice blasts, and lots of fists and fists hammer Sabertooth who makes a break for it, "This isn't over, Logan!"

Logan chases.

"Wolverine! No!" Storm admonishes.

Sabertooth loses Logan and Logan growls, "He'll be back, you know."

"Well, he won't come here again. He knows the automated defenses will detect him." Xavier explains.

"Hmm. That's the problem. He'll want to get me away from here, get me alone. And to, he's gonna need..."

"A hostage?"

"Hmmhh. Got it in one."

"Hmm. This means all the students are in danger."

"Yeah, and I gotta do somethin' about it." as the X-Men disperse.

"You see the trouble you caused? You got any way of fixin' this...this mess." Chris says chewing out Tod back at the mansion.

Tod shrugs as the group starts to disperse.

Greer looks from Tod, to Rogue, "I might have a idea. Buuuut we might have to do a bit of improvising."

As Greer leads them away from the compound Sabertooth watches and follows, as does Wolfsbane.

Sabertooth growls softly, "4 little piggies, all alone. Logan, you're makin' this too easy."

Back inside, Scott jingles his keys as he heads for the front doors when he runs across Logan, "Just headin' out for a burger. Get you something?"

"No, you ain't, bub. Until I nail that hairball, none o' ya are to leave the premises."

"Aw, man..."

"Don't even start. Now, where are the others?"

"Uh...Kurt, Chris, Angela and Jean are upstairs, Tori's in the Danger Room with Fred, but I think Rogue, took off with Tod, and Greer. Don't know where Rahne is hiding."

Logan growls.

"I'll come with you."

"No. You stay put and look after the others."

In the woods, The Dracula soundtrack is playing. Greer is dancing while Rogue is barely moving as Tod films.

"Come on, Rogue, get with the program! Shake that thing!"

"Hey, she's got her moves, I've got mine."

"Yeah, girl. Ya gotta go with it! You're a walkin' zombie!" Greer jokes.

"Hey, listen, Rogue, how 'bout you shed them gloves and give g-girl a tiny tap?"

"What?!" Rogue gasps.

"No way!" Greer says in shock.

"Listen to me. just enough to rip Greer's moves, yo."

Rogue looks thoughtful, "Might work. Just concentrate on 'em."

"Ok, but you better not, like, lay me out." Greer says worriedly as Rogue removes a glove and they tap fingers, Greer wavers a moment. "Whoa."

Rogue wavers her eyes contracting a moment into slit before returning to normal, Rahne watches un seen from the side, sniffing the air. "That was so weird. Am I talkin' like her?"

"Ok! Let's get on with it. Action." Tod smiles.

Sabertooth jumps at Tod, "You're mine!"

"No _you're_ mine!" Rahne says shifting to her half wolf form and pins Sabertooth growling.

Greer smiles as she Rangers up, "We've been expecting you."

Sabertooth throws Rahne off of him as he lunches at Tod who leaps out of the way.

Rogue removes her gloves advancing on Sabertooth as Rahne and Greer pin Sabertooth, "Back off, ugly."

"Pickin' on kids, Creed? Big mistake." Logan says entering the area.

"Yeah? Why?" Sabertooth says throwing the Rahne and Greer off her.

"'Cause...it really ticks me off!"

Logan and Sabertooth square off exchanging blows before Rahne lunges again pinning Sabertooth, Tod tripping him up with his tongue, "Rogue now!"

All of a sudden, Rogue in from behind, "Rahne out of the way!"

Sabertooth and Rahne seize up along with Rogue the sight dangerous and scary enough to make the others break off, "Rogue let go! Let go!" Greer says pacing a bit from left to right making a run for it, Logan stops her.

"Too dangerous kid, she could get you."

"I'm covered head to toe in spandex, I'll be fine."

Finally Sabertooth and Wolfsbane collapse, Rogue's clothes strain and spit as fur rushes out to cover her body, as claws tear through her boots and her hair grows out a couple feet, a wild look in her eyes before she shifts to wolf form and runs off.

"Rogue!" Greer calls out, "Come on Tod we have to get her back!"

As the two run off Wolverines growls looking down at the unconscious Rahne (in human form) and Sabertooth.

Somewhere up north the Blackbird drops Sabertooth into a pile of snow, wrapped in a blanket, he is still unconscious but is starting to stir, as he come around he looks at his surroundings confused.

"Where am I? I-I cannot remember..."

Back at the X-Mansion Rahne is still out, she is lying in a bed next to Sektor who has has his arms and legs removed and much of the weapons in his chest cavity removed or disabled.

"Must have been some fight." Sektor mushes looking at Rahne, "But don't worry I've been declaw—Personality inhibitors renenabled trying to connect to main system database. Error! Connection failed. Looking for alternative Host. Error Wireless transceiver inactive or removed Rerouting. Error! Error! Error! Rebooting System! Error! Administrator privileges must be enables for self reboot! Error! Error!"

"How is School going?" Bruce says as he and Scott drive toward the school.

"Great," Scott says nervously, adjusting his glasses, "H-Hey Mr. Wayne It's really nice of you to adopt me and all it's just..."

Bruce raises his hand to stop him, "Your a bit old to play father and sun with a man you just met."

Scott nods, "Y-Yes."

"I understand, I'm not trying to start up that kind of relationship, your an adult, who has suffered much."

Scott looks out the window silently.

"Look Scott I just want you to know I'm here for you. You and anyone else who needs someone to talk to who has been through the worst things life can throw at you."

"T-Thank you Mr. Wayne, it means a lot to me...to all of us."

Bruce smiles as the limo comes to a stop at the gym, Alfred opening the door for them. Scott exits first.

"And if there is anything I can do to make things easier," he taps Scott's glasses, "What would you think of contacts, I can get them coated in a film that will make them look like normal eye color.

Scott shakes his head as he leads them inside, "Tried that, won't work Especially when I need to take them off for emergencies."

Bruce pauses in thought, "Humm," Taking out his phone, "Go on in Scott I'll be right in."

Scott nods.

"Yes this is Bruce, get m Julian please. Julian yes, do we still have that prototype Visor. Good! Good! We need to meet."

In the school gymnasium the play, Dracula is in progress.

"Can't wait to see her." Jean comments as Kitty appears dancing beside another girl and Jason as Dracula.

"Here we go." Storm smiles.

Tod's voice caries over his video, "Welcome to Bayville, my crib. It's really laid back here yo, real cool. That handsome dude that is me yo—Tod Tolansky, super-athlete, super-cool, a plain all around great guy the girls all dig." Tod is hopping about showing off his athletic prowess with his Image Inducer on.

"This film is about what's important to me, and that's my family. I mean, these guys aren't my real family. yo. But they've kinda taken me in. Like any family, we're all different. That's Scott. He's cool, but can be kinda stiff." The picture is of Scott Summer studying in the main room of the X-Mansion and giving several of the X-Men a lift in his car.

"Kurt usually takes care of that problem, we kinda fought at first but now we're like best friends." The video shows Kurt dancing, laughing and of Kurt and Tod pranking each other.

"Professor X is like my new dad. He's all right. Real level headed. And easy to talk to." It's of the professor just talking with the X-Men, "it's almost like he know what your thinking."

"And this is Jean." It's the video of Jean picking a dress and slamming the door on him, the edit makes it unclear she did it telekinetically, "That girl's got looks, talent, and is totally hot for the Toad!"

"And that's Logan, strickt and scarry but he has a good heart." It's Logan reaching to block the camera.

"Ororo is a class act all the way, she and Dr. Rumulo are round out the Institute's teachers, real classy ladies." It's Storm on the piano and Dr. Rumulo in a lab.

"And speaking of classy ladies, check out Marie and Greer, some of the new girls. Man, they got the moves!" It;s Rogue and Greer dancing in the woods inter-cutting with Kurt again, "And so does Kurt." Tod chuckles, "he likes to parrrrty!"

"Tori is really cool, she and Logan go way back. She's even getting Fred to chill out." It's a video of Fred looking ready to pound someone at the lunch tables but Tori diffuses the situation.

"Rahne is real new, kinda stick to herself or Marie." It's Rahne following around Rogue.

"And that just leaves the Daniel's, Chris and Angela," It's mostly of Angela just looking hot and a few picks of Chris retreating to his room. "Chris doesn't hang out much, he's constantly sick so Angela watches over him." now it's Angela braced against a wall holding her head, "She sometimes get's really bad headaches."

"We usually all get along pretty good. But even when someone's mad at me, they're still there when I need help. That's what bein' a family's all about... hangin' tight with the good times and bad. And these guys always hang tight. So this film's dedicated to my new family."

A roar of applause fills Tod's class and even the teacher applauds, Marlene is part of the class, "Nice work Mr. Tolansky."

Tod smiles.

At the Brotherhood boarding house Mystique sits at the front of the room a projector playing back video of the X-Men's training sessions as the Brotherhood watch.

"Where did you get this Mystique?" Pietro wonders aloud.

Mystique smiles a slasher smile as Tod watches from a window, a sick look on his face, "Let's just say I have a man on the inside."

Marlene looks out the window to see Tod and frowns, "Oh Tod." she says softly. 'Is this the real you or is it the other one?'


	9. Survival of the Fittest

**Episode 9: Survival of the Fittest**

Stokes County Maximum Security Facility. Heavily fortified, heavily secure, only approved guards may enter Once past the gate and cement walls there are several security gates, and once past them key grants access to access the deepest levels behind a several inch thing steel door. Beyond the door is a corridor protected by a laser grid to the even deeper levels, it requires a hand print. Once past the laser grid and hand scanner you must cross a bridge suspended over a impossibly long drop just to access a rotating chamber secured at the end by a retina scanner which rotates the inner door to accessibility so that approved guards can enter and rotate to the inner chamber where a single tube must be raised at a console to see the sleeping prisoner submerged in the nutrient fluid. It's is imposible to breach the security.

Unless your name is Mystique.

With a press of a button Mystique drains the fluid to the chamber as she assumes her true form, "Wake up, Cain. It's time you had a long-overdue family reunion With your brother, Charles Xavier."

"You will not be making wallets, necktie racks, or paperweights. You will not be engaging in potato sack races, water balloon tosses, or pony rides. You will be taking 20-mile hikes, repelling 200-foot cliffs, and crossing treacherous water with no more than a rope and all the courage you can muster. Do you read me?"

The collected student body, including X-Men and Brotherhood, stood at attention outside the school bus. Angela was there, Chris was not, they all responded as one, "Yes, Sergeant Hawk, Sir!"

"I Said do you read me?"

"Yes, Sergeant Hawk, Sir."

"Welcome to Iron Back Survival Camp, a name you won't soon forget. Now. Here we have a young man, Scott Sumner..." Sargent Hawk paused, checking his clipboard as stared down Scott.

"Summers." he corrected.

Sergeant Hawk didn't even interrupt his beat, "Whose scholastic achievements at Bayville High have earned the rank of group leader. You will be following his lead. You've got 10 minutes to stow your gear and report to the training field. Dismiss-" He paused looking over the line of students.

"Where is Chris Daniels?"

Angela rose her hand timidly, "M-My brother is sick, Sir." she handed Sargent Hawk a note.

Hawk looked at the note but did not react, "I see, Mr. Daniels has a record of poor health. I expect to see him here as soon as he is able do I make my self clear Ms. Daniels?"

"Yes Sargent Hawk, Sir!"

"You've got 10 minutes to stow your gear and report to the training field. Dismissed!"

Everyone grumbles as the Sargent turns away and the students relax turning to grab their bags from the bus.

"Oh, I'm going to be dead in, like, 2 days." Kitty groans.

Nala walks past them without a word, a bag over her shoulders.

"What about me? I'm a city kid." Greer moans.

"What did we ever do to deserve this?" Kurt wonders.

"I'm going awol. Anyone know how to hot-wire a school bus?" Marlene grumbled.

"Give me 60 seconds," Kat shot back flatly, her tail and ears hidden under baggy pants and a cap leaving just the face and eyes.

"You go and do that, we X-Men aren't washing out in front of the whole school." the other X-Men groan, "Besides, Professor X endorses this place."

"Yeah. At least he gave us a choice. Survival training here or with Wolverine." Jean adds.

"Some choice." Angela grouses.

"Come on, we can do this."

The X-Men grumble again.

"Man, Sergeant Hawk should really be told that I'm a city kid." Greer protests.

"Group leader, scholastic achievement. That should have been me." Fred moans.

"You can't even spell 'scholastic achievement,' Blob." Pietro taunts.

"But I can spell 'doomed,' which is what you guys are going to be." Fred counters.

"Yeah, I can hear it now. 'Search and rescue efforts abandoned for missing teens. No traces found.'" Tod jokes.

Kat pauses stepping out of the van, storm clouds starting to gather, "You're all going down." Her gang emerging from the van ready to fight.

"Hey, easy, guys. We'll beat them where it hurts most, in public, in front of everyone. Let's go." Lance diffuses the situation, the gang slipping back in the van.

Kurt peeks in, "There gone...how do they do that?"

Back to Mystique, "Cellular paralysis biofluid. Amazing. It actually stopped the unstoppable. It'll take a few moments before you can move. Then I'll sneak you out of this horrible prison where... Now, who was it that locked you away? Oh, that's right. Your brother. Charles Xavier."

Cain growls.

"Sore subject?"

"Who...are you?"

"A deal maker. I arrange your early release, and you deliver to me one item in your brother's possession, his mutant detection system known as Cerebro."

"And, uh, my brother?"

Mystique chuckles, "I leave his fate in your capable hands." Moving to a side of the room she opens a compartment grabbing a large helmet as she snaps it onto Cain's armor, "You are, after all, the unstoppable Juggernaut. Now, I have a plane waiting. It will take you—"

Juggernaut pushes Mystique out of the way and walks out, through the wall, Mystique groans as she is shoved, "No one! No one takes Juggernaut anywhere, and nothing gets in my way."

"Charming."

Back to summer camp, everyone is climbing ropes with a lot of grunting and groaning of discomfort, ad Fred approaches the ropes and takes a firm grip pulling himself up a few inches the rope tears dropping him to the ground. Tori vaults off of Fred and leaps up running along the top of the rope.

Fred groans, "I'm not built for this kind of stuff."

Lance and Scott vie for lead, but Nala is right on their tail. Pietro calls out Tori, "Hey no powers."

Tori stops, spinning around, "What powers, this is all training and skill, you should look it up fleetfeet." Before charging back down the rope.

Nala and Tori leapfrog Lance and Scott making it to the rafts first, and pushing off, Tori smirks, "You've done this before."

Nala smirks back, "Once or twice."

"What's your clan?"

"US Marine Core, I'm a army brat."

Right behind them is Lance and Scott, Lance pushing off slightly first, "You swim?"

"Yeah." Scott says competitively.

"Pity," Lance smiles as he causes a tremor which knocks Scott into the water.

"Aah!"

"Uhh! Hey! Hey, that cheating chump!" Greer calls.

"Listen. We agreed not to use any powers out here, remember? You know, just man against nature." Jean argues.

"That guy needs his boat popped." Greer grumbles.

"Yeah, well, Scott's cool. He's handle it like a group leader should."

Annnnnd Scott blows Lance out of his boat with a optic blast, "Aah!"

Nala and Tori stop and look back from their lead, "Childish."

"Or not." Jean sighs as Scott wins, everyone cheers.

"That loser Scott should have lost, and you know it." Kat grouses.

"Yeah. Just because he slipped and took a bath, the guy went ballistic." Pietro argues.

"Slipped? More like avalanched!" Kurt counters.

"He, like, stole that second-place ribbon." Kitty grumbles.

"He did not!" Tod counters.

"You want that ribbon so bad? I'll pin it to your forehead, freak." Greer says bent over catching her breath, her voice dropping low, "this would be so much easier if I Rangered up."

There is more grumbling and arguing between X-Men and Brotherhood, except between Nala and Tori who have started talking about other challenges, their voices low. "So arm wrestling."

"Wouldn't be fair, super strength." Nala counters.

"Humm, hundred meter dash after school?"

"Your on."

The Professor Wheels beside Rahne an Sektor, his tone soft, "How are you feeling Shane."

"Dr. Rumulo's comand codes are helping me retain control over the programming but I'm still having black out, and my error logs are piling up."

The professor looks thoughtful, "Forge may be able to help, an there is one more, Dr. McCoy. I think the three of them can get you back in control."

Sektor looks over at Rahne as the Professor put's his hand on her forehead, "And her?"

"Her mind is buried, deep, I'm afraid Sabertooth's regenerative powers helped him recover in days what may takes Rahne weeks but I'll keep trying to reach her, I just need to dig deeper."

"And the Rogue."

"Still no signs."

All are doing pushups now, "58, 59, 60."

"Now on your feet." Sargent Hawk barks as everyone complains, "Here at Iron Back, We got ways to weed the loudmouths from the tough guys. We fight it out in the wilderness against the wilderness. You grunts want to prove how tough you are, fine. First team to snatch a flag I planted up there on Mount Humiliation and brings it back to me, wins."

"Cakewalk. Our team can take a sauna. I'll get it myself." Pietro boasts.

"Not if I beat you there." Kurt brags.

"The whole team or no one! As proof, I want a snapshot of every member right there at the top. Are we clear?"

"Sir, yes, sir!" Everyone says together.

"You leave in 5 from opposite trails. Be ready." Sargent Hawk glares before turning to Tori and Nala, "Hanson and Darkholme, since you two don't seem to tearing each other apart I have a private course for you."

"Sounds like fun," Tori smiles.

"Hope it's tougher then this. My parents had a tougher obstacle course."

"Raven!?" Angela gasps.

Nala smirks, "No my REAL parents, Raven Darkholme just adopted me when they..." she looks way.

"It's alright," Tori says in a softer voice, hand on Nala's shoulder as Sargent Hawk leads the two off.

"Better say your farewells, Sumner, 'cause you guys aren't coming back." Lance glowers at Scott.

"Oh, you got something in mind, rock tumbler? 'Cause i–" Scott says as he starts to tip his shades.

"Scott! What do you think you're doing?" Jean protests.

"What? Nothing! I'm just fed up with those delinquents getting away with everything while we're stuck playing by the rules."

"Hey! We don't need our powers to beat you."

"Aw, fine, then! We'll all play it straight, and you know what? We'll wave to you from the top."

"Good! That's the deal. We're all competing fairly. No powers. And I personally am very proud-"

"Come on, Jean." Scott says pulling her away.

Over to the mansion, the Cerebro room.

"Is Cerebro locating new mutant sigs?" Logan wonders.

"No, just our students up at Iron Back. They've been a little active."

"Hmm! Did you tell them not to use their powers?"

"No. I was hoping they'd make that decision themselves."

"Well, I still say you should have let me handle their survival training."

"I gave them that choice, Logan. They felt they had a better chance of surviving the camp."

Alarm suddenly go off and Xavier turns his focus to Cerebro.

"Well, well. Seems we have a new mutant on the scene, after all."

"Discovery. Enhanced mutant signature. Identity confirmed and matched to archive file." Cerebro's female voice announces.

"Archive file? Who would-" Xavier gasps, palling a little as the readout forms.

"Name: Cain Marko. Residence: Stokes County Maximum-Security Prison. Current Location: in Transit. Upstate New York."

"No!" Xavier gasps, all the air leaving his lungs.

"Cain Marko? Who's-"

"My half brother. Somehow, he's escaped. But that's– that's impossible."

"What's an enhanced mutant signature?"

"He possessed an x-gene at birth, but it was dormant most of his life, so he awakened it with mysticism."

"Hmm! What kind of powers does he have?"

"He's become a Juggernaut, invulnerable."

In Transit, Upstate New York, the Juggernaut strides the road pushing cop cars out of his way with ease or flipping them if they cause to much hassle, the cops fire. Their guns do nothing, while a reporter gets it on film, Film that is visible in a underground cave far beneath Gotham city, on a massive computer monitor, and behind that monitor sits a man...Bruce Wayne.

"This is far beyond anything the X-Men can handle." Bruce muses as he turns and rises, moving to a case at the back of the cave where a mannequin stands, on it is a simple black catsuit with a X badge over the right breast. He opens the case and starts to remove the items, starting with the utility belt, "They are going to need some help."

Alfred comes down with a trey with hot tea and a sandwich but as he sees Bruce Suiting up he raises a eyebrow, "Have you thought of a name yet, sir?"

Bruce nods as he pulls the face mask securely over his head, "Yes they can call me..."

Both teams, sans Nala and Tori, are racing their way up the mountains, Scott leading the X-Men, "Come on! Let's pick it up! We're almost to the base."

"What's with Mr. Decathlon? He's as bad as Sergeant Hawk." Fred groans.

"All he cares about is winning this thing. Hey, Kurt, can't you, like, make yourself useful and just teleport us up to the top?" Angela wonders.

"This trip is of the power-free variety, I'm told."

"Come on. Just follow Scott's lead on this. We'll win. You'll see." Jean encourages.

"The mosquitoes here are the size of pelicans. No bugs like this in the burg, man. Why are we here again?" Greet grouses.

While Lances leads the Brotherhood, Kat grunting as her gang pull her up the mountain, they are climbing as well and have ropes tied to the others to help pull them up.

"Man, if any of those guys slip and falls, we are history." Pietro grouses.

"Fastest way to the top is a straight line, Pietro. We are winning this race. Make no mistake." Lance smiles.

The Blackbird with Storm in comand flies toward Juggernaut, "Engage autopilot." Storm orders as she gets on the platform and rises it to create a fog cover.

"And efforts to locate this powerful convict have been hampered by the unexpected appearance of dense inland fog. Let's go to Haley Taylor for more on this strange weather." A New reporters broadcasts.

'Very good, Storm. Keep it up.' Xavier sends to Storm before turning to Logan "If no one can see Cain, then no one will be foolish enough to try and recapture him."

"If I can't stop him, Charles, your best protection will be in the Danger Room. I've got it ready."

"Yes. It may slow him down, but it won't stop him."

"Do you have any defense against him at all?"

"Just one, my mind. With enough psychic blasts, I can disable him, unless he's wearing his helmet."

Elsewhere the Juggernaut push a moving train out of his way.

The mountain.

"Hey, Kat. A helpin' hand?" Lance calls out the ledge above where some of her thugs pull, Lance, Pietro, Marlene, and Kitty up.

"Hey look!" Kitty notes pointing out a abandoned mine.

"An abandoned mine?"

"Be right back," Pietro says speeding in and back out, "Hey. There's a tunnel in there that goes right to the top."

"Now you're talking. That flag is ours." Lance smiles as he leads them in.

Over to the X-Men they pause a moment to look up to the top.

"Spot the flag?" Kurt wonders.

"No. Pop up top and see if it's still there." Scott asks casually,

"But I thought– what about Jean?"

"Hey. You wanna win or not?"

"Ok. Fine, but she's not going to like this. I can tell you that." Kurt says pop out then back, "It's there. We are very close, and no sign of the enemy."

"Forget the pitons. Blob get climbing. Time is wasting."

Fred looks confused a moment, "You sure?" then retracts his statement rubbing the back o his neck, "You look pretty sure to me."

"That flag is ours."

Jean humphs as she climbs herself up.

Back to the Brotherhood, they have found the tunnel but it's blocked at the top, "Pietro! We can't get through there! We've probably lost 'cause of you!"

"Just give it some juice, Lance, and you'll unclog it."

"That sounds like a BAAAAD idea, "Marlene muses.

"All right. Stand back." Lance glares at Marlene, standing back as his eyes roll back and the cave starts to shake, and crumble around them.

"No! It's comin' down!" Kat shouts as she summons a cyclone to keep them from being crushed. The Brotherhood shouting.

The X-Men are almost at the top now.

"There it is! Victory!" Scott cheers as it starts to rumble.

Angela screams as she falls over the edge of the cliff, but thankfully Jean grabs her and levitates her back up, "Whoa. I do not recommend that."

"Nice move. That tremor had to be Lance, so they gotta be close. Jean, levitate us all to the top." Scott says quickly.

"No way. Forget it."

"What? You just used your powers. What's the difference?"

"That was life and death. This contest isn't. Seems like X-Men oughta know the difference."

"Over here! It's them." Greer calls out.

"They're caved in!" Tod announces as he hops over.

"Aw, come on. Don't leave us down here, man, not for some stupid flag." Marlene protests.

"We won't." Scott says calmly.

Back to the mansion Xavier and Logan are making their way to the Danger Room, "Cain's failed relationship with our father and his resentment of me fueled his anger," Xavier growing silent a moment, "Not all of it unfounded."

Logan rose a eyebrow but let Xavier continue, "But after he was empowered, that anger became destructive and dangerous. He had to be locked away. I had no choice."

Cerebro beeps.

"He's here." Logan notes as Juggernaut smashes through the front doors.

"Lay out the welcome mat, brother. I'm comin' home."

Logan attacks, but is bated away like a annoying gnat.

"You can't stop the Juggernaut."

"Forgive me for tryin', bub!"

But still Logan can't even Juggernaut and is eventually backhanded through the wall of the mansion. Mystique follows behind Cain as he pursues after Charles.

"Hmm. I expected better." Mystique laughs at Logan.

Logan roars...and is knocked through another wall, Cerebro being crushed in Juggernaut's rampage.

Mystique is livid as she picks up the remains, "No! That muscle-head! You lumbering imbecile. What did you do, sit on Cerebro? You've smashed it. What happened to our deal?"

"I don't make deals." Juggernaut says casually before knocking Mystique across the Danger Room.

"Charles. Aren't you gonna welcome me home?"

Back to the mountain.

"Hang on to my back. I'll pull you up." Scott says to Lance.

"Forget it. I'll pull myself up."

"See ya at the top." Scott shrugs as Lance pulls himself out of the tunnel.

"Pietro?" Kat smiles darkly.

Pietro races to the top, "I'm there."

"Hey!" Kurt says porting up.

Kurt and Pietro reach the flag at the same time just as the the Blackbird appears.

"X-men, Professor X is in danger, and so is Mystique." Storm anounces.

"Up to it?" Scott smirks at Lance.

"Let's go."

After a moment the two teams are floated up to the Blackbird by Jean to see Nala and Tori already there, covered in dirt and grime.

"What happened to you two?" Kat wonders.

"Don't ask."

"Huh? Unh!" Sargent Hawk looks confused as the Blackbird flies over, dropping a photo of everyone at the top together.

In the Danger Room

"You ungrateful thug." Mystique growls.

"Cain, this doesn't have to end badly. This house, it's about new beginnings." Xavier pleads.

"You're right, Charles. This is the beginning for me and the end for both of you!"

"You've learned nothing. You never will. Activate: Logan's run X-13."

Blades rolls out o the walls moving on articulated arms toward The Juggernaut, he ignores them crushing them as he walks past. A rotating piston rises with heavy maces attacked to spokes, the Juggernaut walks right through them snapping them off with ease, Logan tries to rise.

"Take a break, Wolverine." Cyclops says confidently as he enters with the two teams.

"We'll take it from here." Avalanche finishes.

"Well, now. This is a surprise." Mystique says as she lies there.

Jean levitates Juggernaut.

"Huh?" Momentarily confusing him.

It doesn't last long as The Juggernaut just forces his way back to the ground, Jean collapsing from the effort.

"Cain's helmet. Remove it." Logan growls.

"Unh! Unstoppable? Meet the unmovable." The Blob taunts as he body checks Juggernaut, he comes back stronger knocking the Blob over.

Quicksilver rushes in, undoing a latch before The Juggernaut hurls him off him and into a wall.

"Come on Cat," Tanker says grabbing the rangered up Greer.

The two intercepting the Juggernaut as he takes a swing at Lance, their four hands struggling to hold back one of Juggernaut's fists.

"Ranger enhanced super strength, give it up Cain," The Cat taunts.

Giving Nightcrawler the opening he needs to port in and open another latch.

"You little pest!" Juggernaut growls as he grabs Kurt with his free arm and hurls him at a wall before backhanding Tanker and Cat into another.

Sprite (Kitty) and Sub-Zero phase through a wall to get to the Juggernaut's last two latches, before he hurls Sprite off him followed by Sub-Zero.

"Chill out." But not before Sub-Zero encases him in a ice sheath.

"That won't last long," Xavier warns, "Get his helmet off!"

The Juggernaut shatters the ice a moment later, only for Avalanche to shake up the ground under him, making him stumble and giving a opening for Storm and Kat to knock him back a couple paces with bursts of wind as Kat's thugs open fire and hurl dynamite.

The Juggernaut recovers in seconds and backhands everyone with ease, taking them out. The sudden arrival of several bone spears causes the Juggernaut to pause as The Toad blinds him with some slime and tries to tear off the helmet. The Juggernaut grabs the Toad's tongue and hurts him into Angela, knocking both out.

"Just you and me little lady, what you gonna do to stop the unstoppable Juggernaut?" Cain looms over Man-Eater as she guards Xavier.

"You don't want to find out Juggernaut, they don't call me Man-Eater for nothing."

Juggernaut smirks raising a fist, Man-Eater's eyes flash as he hands glow, "You forced me Cain."

In a burst of yellow and blue energy Man-Eater blasts the Juggernaut with everything she's got, putting some distance between them. But as the smoke clears.

"I-Impossible."

Smoking but otherwise unharmed The Juggernaut stands, but he looks different, slimmer, it takes a moment for the effect to sink in, "Y-You turned me into a woman!"

It was true, Man-Eater's power could not destroy the Juggernaut, but true to her name it destroyed his Y-Chromosome. The Man-Eater had eaten the man in the Juggernaut. But the victory was short-lived as The Juggernaut smacked Man-Eater into a wall. Now there was nothing between her and her half-brother.

"Not so fast Juggernaut," The voice was distorted, an unrecognizable as the black clad figure stepped into the Danger Room.

Juggernaut smirked, "Who are you?"

"Who am I," the man looks over at Xavier with a smile, "I'm X-Factor."

'Bruce, what are you doing, Cain will kill you.' Xavier broadcast.

'It's alright Charles, I've got a plan, just be ready to Mind Blast him once the helmet is off.'

Juggernaut swung, X-Factor dodged under it grabbing the Juggernaut and tossing her over his back. Even now the Juggernaut's form was bulking and expanding, Man-Eater's powers were wearing off.

As The Juggernaut got to hir feet ice pellets exploded around encasing them in blocks, but the blocks shattered with little effort, still the delay was enough for X-Factor to get close, flipping over The Juggernaut and taking a firm grip of the helmet, pulling it off as he planted his feet and kicked off The Juggernaut's back making hir stumble.

"Charles now!"

"Aah!" Cain felt for his missing helmet, turning quick toward Charles, "No!"

"I'm sorry, Cain." Xavier's voice full of regret as he hammered Juggernaut with mental blast after mental blast.

A grappling hook wrapping around the Juggernaut's waist causing another momentary delay thanks to X-Factor until finally the Juggernaut drops. Getting to their feet the combined teams cheered.

"Now, there's something you won't see every day." Mystique mused.

"I agree, that's a shame." Xavier added.

"And you," Mystique moved over to X-Factor looking him up and down appreciatively, "Very impressive, the Brotherhood could use a mutant like you."

X-Factor smirked, "Who ever said I was a mutant?"

"Y-You're a human? B-But how."

Greer and Tori moved next to X-Factor with smiles, "good equipment." Greer adds.

"And years of training," Tori inserts.

Mystique growls storming over to the Brotherhood, "Come on. Let's get out of here before you're invited to a slumber party."

"Hey, Summers. As a group leader, you're only half bad." Lance half smiles.

"Well, then, next time, you can call the shots."

"You can bet on it."

As the Brotherhood leaves Kitty pauses and looks back, stopping, "I-I'm sorry Lance." and stand her ground.

Mystique growls, "You too? Traitor."

She looks away, "I-I just don't fit in with the Brotherhood, maybe Fred and Rogue had the right idea. Y-You could join us Lance."

Lance pauses a long while in thought, "Sorry...don't think I'd fit in."

And with that Kitty and the Brotherhood part company.

Back to the prison, the Juggernaut not fully back to male but close is back in the tank. Logan, Xavier, Scott, and Jean are present with the guard.

"You can't control the will of others, Charles. They do what they want." Logan muses.

"And we do what we have to do." his voice full of regret.

"Yeah. Well. Ready? The repairs on Cerebro are waitin'."

"Yes."

Turning to leave they move to the bridge, "You just have to tell me, How did you stop the unstoppable." the guard asks.

"We didn't," Scott answers, "It was X-Factor."

"Who?"

"A friend."

As they pass over the bridge Scott gets introspective, looking to the others, "It felt kinda right, didn't it?"

"What did?" Jean wonders.

"You know, us and them fighting alongside. I mean, why can't they just stop drawing battle lines in the sand?"

"Well, it's like Logan said. You can't control the will of others."

"Yeah. I know... and maybe they'll come around. Hey, and you can be their conscience. You're pretty good at it."

"Oh, shut up! Hey. Even good guys need a nudge once in a while."

"Jean... whenever you think I need it, nudge away."


	10. Weapon X

**Episode 10: Weapon X**

A laboratory of unknown origin where a person is suspended in a water-filled tube. He awakens suddenly, unsheathing metal claws from his hands, it's Logan. Slicing open the tube he falls to the floor in nothing more than a speedo.

Logan wake up from then nightmare, safe in the X-Mansion.

The alarm clock goes off in Kitty's room waking her abruptly, still half asleep Kitty makes her way to the washroom, walking right through the door and upsetting Greer.

"Wha- hey, do you mind? The sign says occupied. The door was locked."

"Who can read at this hour? Sor-ry!" Kitty says half asleep.

'Dear mom and dad, today started out just like all the others, just with different people. Everyone is feeling a little...crowded- me included, especially with a roommate like Tori... though it's not real easy to get close to her or healthy either...'

Noise filters in from the hall way.

"... I need to shower!"

"Make sure you put the cap on."

"...racquetball or something."

"We gotta check on that..."

Kitty moves to the kitchen to continue writing her email, 'Finding a place to be alone around here is really a matter of timing. Sometimes you have to settle... like when Mr. Logan's around. But that's ok, because he doesn't wanna talk to anybody.' Kitty pauses looking over at Logan looking over at Logan drinking coffee and reading the newspaper.

"What's the matter, half-pint? Am I readin' too loudly for ya?"

"Uh...no. Just enjoying how quiet it is."

Just before everyone enters the kitchen.

"Hey, all right!"

"I'm starving."

"Do we have any ketchup?"

"What happened to all the milk?"

"Kurt, why did you leave the lid off the toothpaste again?"

Scott turns on the TV where a newscaster is damage caused by some unknown animal, "...in the Canadian wilderness."

'It's like sometimes Mr. Logan can be so incredibly rude, you know?'

"...as a result, authorities have closed mt. Mckenna national park until further notice."

"Mt. Mckenna." Logan groans.

"Hey, Logan, you ok?" Scott wonders.

'I mean, Professor Xavier is always saying that we're kind of like a family here, and we all have to get along. But Mr. Logan doesn't act like it. He's always going off, doing this lone wolf thing. I mean, it's not like his life is so much tougher than ours.'

Logan retreats to his room where in a fit of range he starts trashing it as Kitty passes by.

"Mr. Logan?"

Logan looks a bit out of it as he see's Kitty, "Oh—hi."

"Sorry, I- are-are you ok?"

Logan groans, "uh...eh... yeah, fine. Fine. Just...redecorating."

Kitty enters the family room. Chris is hanging a poster on the ceiling.

"Chris, what are you doing?"

"Didn't have space for this in my room." he says as he pins a poster to the ceiling with bone spikes.

"We all share this area, you know." Kitty says looking up, "What if some of us don't like the Festering Boils?"

Chris shrugs and walks off.

'Chris is the youngest, and is so immature sometimes, you know? It's like he has no idea how his actions affect the rest of us.' The poster falls on along with some of the ceiling, 'And then again, like maybe he does.'

Kitty moves to a tree outside with her laptop to continue, 'Some of the kids around here are pretty nice. Like Scott. Sometimes he tries to be so totally responsible for Professor Xavier and the other students. Then other times he acts just like a regular high school kid.' she watches as Scott peels out in his car. "Today he's definitely a kid. Thank goodness for Professor Xavier. He keeps the lid on things around here. Not an easy job sometimes... especially with Mr. Logan. I bet he really gets after him for trashing his room."

At a outside garden Logan and Xavier talk, "Something in that news story- I don't know what- set me off."

"Let's, uh... let's talk about it. Sit down."

"Charles... there's something in my head buried there. How's about you get inside and see if you can't pry it loose?"

"All right. But first you need to relax."

"Ha! Yeah. Easy for you to say." I image of a man with thick goggles and a black lab-coat flashes through his head, Logan screams, "aah! Oh...tell me that was a dream or something."

"No. A memory. Long forgotten. Or rather, suppressed. I believe that was a glimpse of how you came to acquire your unusual implements. Do you wish to continue?"

"Go for it."

"Oh...uh... are you all right?"

"Uhh... whatever happened to me, that's where it started... with that ghoul in the black coat. He's the guy who did this! I gotta go."

"You're going to that mountain in Canada, aren't you? The one you saw on TV and in your nightmares."

"Happen to pick that up while inside my head?"

"Do you want company?"

"Do I ever."

Now Kitty has moved to the Blackbird, 'Well, I guess I'd better sign off before Kurt pops in here and finds me. he's always doing that- totally freaks me! besides, I'm about late for school.'

Kurt pops in, "There you are! Why are you in here?"

"Out of, like, necessity."

"Whatever. Come on. Scott's giving us a ride to school."

"All I wanted was just one minute alone in this whole stupid mansion! Gah! You're like worse then the Brotherhood!"

"Ooh! Touchy! Sounds like someone's got an astrophysics test today."

The Blackbird fires up and takes off.

"Oh...oh! It's Logan." Kurt says as he moves out of the back compartment to the cabin with Logan at the controls.

"I wouldn't. He's been acting, like, mega-weird all morning."

"Aw, don't be so dramatic." Kurt turns to Logan "Hey, man. What's happening?"

Logan turns and growls at him fiercely.

"Oh...is this seat taken? Uh, sorry. My mistake." Kurt smiles before porting out of Logan's reach.

"Still think I'm being dramatic?"

"Actually... no, I don't."

Logan growls, "Engage...autopilot." then turns his attention to Kurt and Kitty, "Oh...ah... why...are you following me?"

"We're not following you. It's just- aah!" Kitty protests before Logan lunges at her.

"Now you made him angry." Kurt comments.

"I gotta... take you back before-aah! Aah! You gotta get away! There's something in my head! I can't control it! Can't be trusted! Gaah!" Logan spasms before securing the back cabin, his claws cutting into the door as they rise up.

"He locked us out!"

"No, he shut himself in so we'd be safe." Kitty counters.

"There's a crazy person flying the plane. You call that safe? We've gotta get out of here!"

"Can you teleport us to the ground?"

"Uh...yeah, right. Like picture this: bumpety-bumpety- bumpety-bumpety-splat! Too high up and way too fast."

"Then I guess we're stuck on this flight. Question is, where are we flying to?"

Mystique stumbles leaning against a tree, holding her head, "N-No, I'm not going back. You can't make me."

Her eyes start to glow as she stumbles some more, "Mt. Mckenna." before shifting into a hawk and flying off.

"Katherine," Nala knocks on her door, the catgirl emerging.

"What do you want."

"Did you notice Rogue never showed up at the camp or the fight, I fear something has happened to her."

"And?" Kat says annoyed.

"I say we track her down, bring her back to the Brotherhood."

Kat sighs, "Whatever. Why do you need me."

"You have enhanced senses right?"

"Yeah so."

"So between your senses and my training we should be able to track down where she vanished off to."

Soon the rest of the Brotherhood are gathered around draw to the girls talking, "Where are you two going?" Lance demands.

"To find and bring back Rogue." Nala explains.

"Hey you know the X-Jerks are probably still pretty sore after the Juggernaut, we could take them down hard." Pietro muses.

Lance smiles, Nala gives Lance a odd look.

Rahne starts to stir, Tori already there checking on Sektor when she awakens and runs to her side, "Rahne, your awake!"

Rahne sits up slowly, "Rogue!"

"Easy, easy, you've been out for over a week. Take it easy."

"T-Tori has Rogue returned?"

Tori shakes her head, "No."

Rahne sits up, "Tori we have to find her, she's probably confused. Like I was when my powers first appeared, not sure if your human or wolf. We need to find her!"

Tori nods, "Alright, but first we you need to get some food and get cleaned up."

Rahne nods.

"I'd like to help." Sektor says softly, "Tori...p-please."

Wherever the plane has landed Logan walks off into the wilderness, there is heavy snow fall.

"Did you get into the cockpit?" Kitty asks from the ramp exit of the X-Jet.

"Yeah. But something's jamming the transmitter way out here. I couldn't reach the institute." Kurt notes.

"Looks like we're on our own then."

The scientist from the vision is watching Logan walk through the woods on one monitor and Mystique on another, "Excellent. You see, that chip in their brains is still active after all these years. Oh, I did such good work in those days." he chuckles darkly, "and yet, through sheer force of will, they've managed to subdue it... until now."

"Why now?" Sabertooth wonders as another figure in armor stands beside him.

"Oh...I suppose they just got too comfortable, let their guards down. Certain news footage did the rest. Isn't that right, bigfoot?"

"Don't call me that."

"Tell you what, why don't you two greet our old colleagues?"

Outside Sabertooth ambushes ..."Wolverine!"

Logan unsheathes his claws and growls, "Sabertooth. I thought something stunk about this forest!"

The two fight, rolling along the snow as they fall down a hill. While elsewhere the armored figure fires on Mystique, who dodges the attack at the last moment, "Maverick? Where is your master!"

"Ah good, you remember, they maybe you will come along peacefully." The armored man says holstering his guns as he approaches Mystique.

"Fat chance!" Mystique charges Maverick.

Elsewhere Logan gets the upper hand over Sabertooth, "All right, fuzz bub, playtime's over! Now I want some answers!"

From the lab the scientist smiles as he adjusts a dial on his console, "You'll get your answers, Wolverine, but you'll wish you hadn't."

Logan and Mystique's hold their heads in pain, giving their opponents the opportunity to know them out.

"Welcome home." Sabertooth and Maverick smirk.

Rahne, in wolf form, sniffs the air before shifting up to human form, Tori is knelt by the ground.

"She went this way."

"That seems to match with the track marks, a wolf was through here recently, alone, no pack."

"Thermal sensors show a pattern goes thing this area," Sektor explains.

"Alright we are in agreement, let's keep moving."

Rahne pauses, "Wait." shifting down to wolf form and howling.

A short distance off Kat shivers as she hears Rahne howl, Nala stand up as she examines some tracks, "Got any scents Kat, looks like there was a animal that went through here, one that doesn't fit normal migratory patterns and don't the X-Men have a animal shapeshifter?"

Kat pauses a moment, "Rogue's scent is in the area, judging by the scent she hasn't bathed in days."

"It's something let's move on."

Back to Tori, Rahne and Sektor, "Do you have to keep howling," Tori wonders as other wolves howl back, Rahne shifting back to human. "The other wolves tell me there is a female who has been moving from pack to pack, but any wolves she come in contact with fall into sleep for a long time."

"That's our girl, she must be close enough to a wolf thanks to your power to be able to imprint off of them." Tori muses.

"Did they give you any leads onto where she is?" Sektor wonders.

Rahne shifts back to wolf and runs off.

"I'll take that as a yes," Tori says running off.

A short distance off a wolf stops by the river, bending over, licking up some of the cool water, her ears twitch as wolves howl, a mournful long howl answering as a brown wolf comes over a hill, she gets ready to bolt. The brown wolf starts to growl and bark. The other wolf pauses and starts to respond as Tori, Sektor, Nala, and Kat come over the hill.

"Rogue?" Nala wonders.

"That's her, and the X-Men." Kat hisses.

Rogue gets ready to bolt.

"Wait," Tori starts "Give Rahne some time. Or she's going to..."

Rogue runs, Rahne pursues after barking. Rogue runs scarred as Rahne comes up behind her, pulling ahead and coming to a stop, barking. Rogue skids to a stop, shivering. Slowly Rahne shifts to her hybrid form, "Rrrogue, now you trrrry."

Rogue looks confused, and slowly her form starts to grow, taking a hybrid form.

Rahne shifts to human form as the four come up silently behind, Rogue slowly shifts to a human form but she still has the fur and claws from Sabertooth.

"Rogue let's go home." Rahne moves closer as Tori tosses a blanket over to them, Rogue tense and growls, shifting to hybrid form.

"Rogue! Rogue! It's ok their friends. Packmates."

"F-Frrriend?" Rogue growls shifting back down to human as Rahne wraps her in a blanket.

Sektor turns to Nala and Kat, "Don't make this harder then it needs to be. Rogue has spent over a week in the forest, imprinting of the wild wolves. Her mind is a mess of animal instincts and memories. You know only one man has any hope of fixing her."

"Your not taking Rogue anywhere," Kat hisses, "She's one of us."

Nala sighs bowing her head as she takes a firm grip of Kat's arm, "Their right and you know it."

Kat hisses, "But we can't just let the..."

Nala tightens her grip making Kat wince, "Yes. We. Can."

"This isn't over X-Men." Kat hisses as she is dragged off."

Rahne holds Rogue close, "Come on Rogue, let's go home."

"H-Home?"

Tear start to roll down Rahne eyes, "I am so sorry Rogue."

"Rrrahne."

"You've aged remarkably well, Logan, Raven, if at all. Your recuperative powers have served you well. Now it's time they served me, especially since your enhancements represent quite the financial investment." The scientists, now several years older looks cockily at Mystique and Logan who are secured to lab beds.

Logan groans, "Who... who ordered it?"

Mystique laughs, "You forgot that as well Logan?"

"Your adamantium skeleton, you still haven't figured that out by now." The scientists smirked, "Looks like our contingency worked better then expected." then turns as Sabertooth and Maverick enter, "Ah...bigfoot."

Sabertooth growls, "Are we ready for training?"

"We are. Yes. And I see our test subjects are in position as well." The scientists says looking to the monitors where Kitty and Kurt are searching the woods.

"Eh...uhh... no!" Logan howls as the chip is cranked up again.

Mystique growls, "And now the humans will take away our free will to make us perfect weapons, isn't that right Maverick."

Maverick say nothing as Mystique howls as her own chip is turned up.

"It's time to resume project Weapon X - your development as the ultimate mutant slayers."

Over to Kitty and Kurt.

"Man, it's like he just dropped out of sight somewhere," Kitty grouses.

"Well, he's back." Kurt says point to the top of a hill.

"Mr. Logan! Over here!"

"Uh-oh. He's brought a friend!" Kurt exclaims as Logan stands with Sabertooth, Mystique, and Maverick.

"Sabertooth and Mystique? But they're like mortal enemies!"

"Yeah—ours!" Kurt says breaking into a run, "Faster! They're gaining on us!"

Logan and Sabertooth pounces Kitty pinning her, "Aah!"

"Kitty!" Kurt exclaims as Maverick and Mystique corner him, "Kitty phase!"

Kitty phases free, shivers as she phases through the two, "Mr. Logan, it's me! what's the matter with you?"

Logan strains strains, "Kitty..."

"I know you're not yourself, but at least you recognize me. we've, uh... we've always been friends."

Logan growls.

"Ok...maybe not friends, but close enough."

Logan struggle against the chip, howling in pain and Kurt ports free, but Logan's chip's power is increased again."

Kitty runs, he follows. Out to the very edge of a high cliff.

Kurt whispers, "Kitty! Kitty!"

Sabertooth smiles sadistically, "Meow!"

Kurt climbs a near tree, "Aaahhhh! Oh, right. I forgot that cats could climb!" until they both fall from the tree, "Later, dude." Kurt porting as they fall.

Logan is standing on the cliff as h shoves her over, regaining control for just a moment. "Kitty... no. Noooooo!"

She phases up through the ground behind him. He turns quickly and pops his claws out at her. As Kurt ports beside her grabbing her, "We're popping outta here."

"No-wait! I'm reaching him." kitty says removing Wolverine's mask.

"No!"

"It's me; Kitty. Remember? Half-pint? Please...try. We had breakfast together just this morning... kinda. Look, whatever they did to you, you're fighting it. You can win. Don't give up! Do you really wanna hurt me, Mr. Logan?"

Logan drops to the ground and Kitty hugs him, "Forget someone?"

Mystique appears behind Kitty and Kurt knocking them out with a hand tranquilizer.

"We settle things now Summers," Avalanche leads the Brotherhood in the face off behind the school.

With Avalanche was Quicksilver and Man-Eater opposite them were the X-Men: Cyclops, Marvel Girl, Toad, Blob, and Angela.

"Aren't you missing a few hoods Lance."

"This is all we need, Quicksilver go!"

"On it." Speeding through Quicksilver is able to hammer Toad without being touched as Avalanche keep them off their feet.

"Just lay down and and give up and no body dies."

"Stop talking and take them down Man-Eater!" Avalanche growls as Cyclops fires a optic blast and Marvel Girl knocks him off his feet.

"This isn't like a stove top I don't have power lev–" Man-Eater is caught off guard as Blob body checks her sending her flying.

As she rolls and skids her eyes flash a wide arc of power spreading over the battlefield, tearing through the X-Men, their bodies starting to fall apart.

"Holy..." Quicksilver gasps as he grabs Avalanche and Man-Eater, "We're out of here."

"No! No! No!" Marvel Girl screams as Angela grabs her suddenly.

"Hold them together."

"I c-can't!"

"Just do it!"

Marvel Girl groans as she levitates the boys bringing them closer as she tries to hold them together. Angela running over, "I need them closer!"

Marvel Girl nods, bringing Cyclops Toad and Blob close enough for Angela to put her hands. Angela grunts as she focuses, "Come on! Come On!" The disintegration starts to slow, as Marvel Girl collapses.

"Angela what are you doing?"

Angela's breathing was getting slower and more labored, "Shut up, just shut up, I need to focus."

The disintegration continues to slow, but the boys forms start to shift, hips expanding, waist contracting. Angela collapses.

"Done."

Marvel Girl moved to Angela who collapsed into her arm, her voice was weak, "I-I'll fix t-them...but you can't tell anyone."

"W-Why? H-How?"

Angela's strength was recovering as Marvel Girl helped her to her feet leading her some distance off. "Have you ever wanted something so much you put all your energy into it."

Marvel Girl nods.

"I-I wanted to see the girls, I wanted to be a fly on the wall in their changing room. Yes I'm a pervert, can you blame me I was a teenage boy."

"C-Chris?" Jean almost yells, "You're Chris."

Angela nods, "So I focused and focused and focused, until I got a way in. Until I found 'Angela'," she smirks, "She wasn't the prettiest or even very girly. She looked like me in drag all told."

Marvel Girl picked up the thread, "but you got better."

Angela nodded, "That's why I didn't want you guys taking me here," she looked down, "I'm not a mutant. I'm just a guy who wanted to look at naked girls way to much."

"But Angela joined the sports team?"

"At first I just used Angela to set Chris up with dates but guys kept hitting on her as she got prettier, and the girls wanted to do things with me. At first it was just a way to get in good, talk up Chris and eventually she just...got a life of her own."

"And Chris' bone spikes and armor?"

"Instinct, I thought I was going to get pummeled. My body just took the strongest part of me and expanded it. I've been noticing ever since Angela stabilized that Chris felt...easier to do...something...once the bone armor came it just became as natural as changing forms."

Marvel Girl looked back toward the woods, "Their going to wake up soon, you need to change them back."

Angela shook her head, "I altered their their heart rate, they wont wake up for 8 hours, I should recover enough before then to changed them back. P-Please I'll fix them you just have to promise me not to tell."

"But why, this is amazing, this is more then just some healing power, you can control the body, you can do to others what Mystique can do for herself."

"No one would look at me the same, none of the girls would trust me, all the boys would think I'm a freak. I'm not like that any more but no one would understand."

Marvel Girl's voice drops low, "Yes, most people don't really understand just what real power is."

Back in the lab Kurt and Kitty wake up on operating tables.

"You two will make great additions to Weapon X," the Scientists smirks as Sabertooth, Logan, Mystique and Maverick stand near by.

"Logan you have to wake up." Kitty pleads.

"Sprite now," Mystique suddenly says, "Take out the controls." as she spin kicks the Scientist. Maverick draws his gun as Kitty phases out of her bonds and Kurt ports free then over to Mystique, he stares down Maverick.

"Pull that trigger and you'll find yourself transported 2 miles into the woods."

Sabertooth moves to intercept, as the Scientist craws up to the controls, "I warned you! Ok!"

"I see the problem!" Kitty phases through the computer, shorting it out, Logan wavering as he recovers, "Whoo! It's about to get totally hot around here!"

"You caged the wrong animal, bub!" Logan growls as he lunges at Sabertooth and Mystique grabs Kurt 's arm, "Get me out of here, then you can go back and rescue your friends."

Kurt nods and ports on a hill 2 miles out, the facility smoking then exploding in the distance as Kurt reappears with Logan and Kitty, "Sabertooth and Maverick...I need to go back."

Mystique grabs his arm, "Got out on their own."

"You sure."

Mystique narrows her eyes, "Positive."

Logan grabs Mystique, roughly, "What do you know. What was Weapon X?"

Mystique brushes his hands off, "A project to genetically enhance mutants, to turn them into perfect killers. They gave you claws, they gave me the ability to change mass. Perfect assassins." Mystique moving closer to Logan, "No...you can never be the man I once loved. You're not James Logan, and perhaps...Raven Darkholme are gone...you still trust the humans...I know better."

Rogue leans on Sektor as they make their way back to the mansion, his steel body most resistant to her powers.

"Rogue I'm sorry, if I never attacked Sabertooth you would never have."

"Rrrahne," Rogue growls, "Not your fault. My fault."

"It's no one's fault," Toru interrupts, "things happen. We're just happy your home Rogue. And don't worry I'm sure Xavier can help clear all that wolf out of your head."

Rogue smiles, "Thanks Torrri."

Back at the Mansion Logan bolts up out of a sound sleep, Xavier by his side, "Relax, my friend. You're back at the institute. You're safe."

Logan exhales, "What about the kids? Where are they?"

"Both fine. Kitty's been in here every hour checking on you after the surgery. We removed the chip. Is there pain?"

"Yeah. But, uh... not from the wound. Someday, though, I'm gonna find out who had this done to me. that's a promise."

Outside the kitchen Kurt's has barred everyone from entry giving Kitty some peace.

"Hey, come on! I'm starving!" Everyone complains, even Scott, Tod, and Fred are back to normal.

"Just relax. Give her a minute. Nobody's gonna starve to death."

'So...like I said this morning, it's just been another normal day here at the Xavier Institute. Funny... I've been complaining about not having enough time alone, right? But I think I'd, like, miss bumping into everyone. It's just part of the deal when you're a part of a family.'

"So how long has it been," Jean sat out in the garden with Angela.

"Since I created Angela?"

Jean nods.

"A few years, I-I waited a few months after I figured it out to 'introduce' Angela to my folks."

"And the psychic static, you did that to keep anyone from finding out? What else can you do?"

"The what now?"

"You didn't know?"

Angela shakes her head.

"You could have so much untapped potential. The Professor needs to know. We can work with you in private."

"Can he keep it secret, I don't want this spreading to far."

Jean nods, "Don't worry...but one day it's going to come out."

Angela looks away, "I know."


	11. Rogue Return

**Episode 11: Rogue Return**

Rogue in her room, it's night, she has shaved the fur, cut her hair and trimmed her claws making her look close to normal, Rahne is next to her as they howl out the windows. After a few minutes she stops, sniffing the air, "You can come in Angela."

The door creaks open as Angela slips in smiling sheepishly, "Good nose you got there."

Rogue growls, "Yeah wonderful."

"Rahne can I talk to Rogue alone?"

Rahne looks to Rogue, who nods, and makes her way outside.

"What is it Angela?"

Angela takes a long breath, "What if I told you I could help you."

"H-How?"

Angela moves over to the bed sitting, bowing her head, "It's complicated. But I can shut down Sabertooth's mutation."

Rogue gasped, "I-I can touch people."

Angela jumped, "I never said that...just Sabertooth's."

Rogue sat next to her as Angela' tentatively ran her hand through Rogue's hair, "As I thought, your don't imprint with your hair...that's good, I need contact with your body."

"What are you talking about?" Rogue says confused.

Angela took a deep breath, "I can do more then heal my OWN body."

Rogue gasped, "H-How does it work."

"If it's a physical mutation I can change it, Sabertooth is all physical, I can shut it down."

Rogue looks thoughtful a moment, then shakes her head, "It's alright. I don't mind that, or Rahne's...I just want to be able to touch someone again."

"I see," Angela sighs, looking away then back, "Do you trust me Rogue?"

"W-Why?"

Angela reaches a hand up into Rogue's hair, "I-I don't know if can but maybe I can shot yours down, it requires contact, that is physical. But I'm not sure."

"W-What are you going to do," Rogue says reaching up to pull Angela's hand away.

"Right now...I just want to feel you out, see if I can even touch your mutation. Just hold still, I need to concentrate."

Rogue nods, and holds still, Angela closing her eyes as she slowly strokes Rogue's hair, several minutes passing before she pulls her hand away, and looks away, "I-I'm sorry Rogue."

Rogue bows her head, "I-It's alright."

"N-No you don't understand," Angela say cupping Rogue's gloved hand in her, "I could see something, something I can work with...it's just so...complicated...different..." Angela shakes her head, "I dunno maybe I a few years it will make sense. It seems like I should be able to do something but I just can't figure it all out...not right now...I'm sorry Rogue."

Rogue wraps her arms suddenly around Angela, "What are you talking about Angela, I thought I'd never be able to touch a person ever again. A few years is amazing when compared to never."

Angela smiles, "I just want to help, you know." As she pulls free and stands, "Good night Rogue."

"M-Marie."

Angela turns back to Rogue, "What?"

"Call me Marie."

"I thought you didn't want anyone to call you that any more."

Rogue smiles, "Good night Angela."

Rogue slips under her covers and nods of to sleep as Angela slips out and Rahne in. As rogue dreams she starts to sigh, her breathing slow and haggard. In her dream there is thunder, growling, and howling. It's is some castle, a strange lab, a figure looms before her as a baby lies on a table.

"Monster! What have you done to him?!"

Rogue, or whoever she is in the dream grabs the baby and runs. The figure chases her, floating in the air.

"Come back at once!"

Wolves start to chase Rogue as she comes to a bridge, the baby fumbling from her grip and into the river, "No! No-no! Aah!"

Rogue wakes from the nightmare shaking, "Aah!"

Within seconds the X-Men have poured into Rogue's room.

"Rogue, are you all right? What happened?" Scott says running in.

"I-I don't know. I was dreaming... some kind of awful nightmare... With these... these images. It's horrible."

"Yeah. Her shrieking totally freaked me out. I just about phased through the bed."

"Was the woods really that bad?" Scott says comfortingly.

"No. It's not the first time. I've had this dream before. They started when I moved to the institute."

"Unh! What's going on, man? Are you guys ok?" Chris say making a appearance.

"Rogue's having creepy nightmares." Rahne comments.

"Whoa. What about?" Kurt asks.

"I'm not sure. There's, uh... a castle and wolves. Oh, the poor baby." Rogue starts to cry, "I didn't really see his face, but I seem to know- to know him somehow." Rogue's gaze lingering on Kurt.

"What? Why are you looking at me like that? What's wrong?"

"It was you!"

"What was me?"

"Somehow-I just know. It was you, Kurt!"

"What are you talking about?"

"In the dream... there was a baby crying. Cry-someone-a woman, I think, I didn't really see her face, was running, and she-the baby was dropped into the river."

"And you think that baby was me?"

"Why am I having this dream?!"

"Maybe the professor can help us sort this out. But let's do it in the morning. It's pretty late." Jean comments

'That's all right, Jean. This is important. Rogue and Kurt, please come to the library with Jean. And the rest of you, try and get some sleep. In case you've forgotten, you all have finals tomorrow.' Xavier broadcasts telepathically.

"Man, there's no keeping anything for that dude, is there?" Chris comments.

In the library Kurt, Rogue, Jean and the Professor are gathered.

"I've always known that my parents adopted me, but they never said anything about me being fished out of a river." Kurt comments.

"Don't worry, Kurt. We'll try to sort this out. Rogue, since this was your dream, I think I should start with you. Would you mind sitting here, please? Now, just relax. Try to think of the dream."

Rogue moves opposite the Professor as he puts his hand near her head, Angela poking her head into the room, "You can touch her hair, it's no conductive."

"This is a Private session Ms. Daniels." Xavier says flatly, then presses his hands to Rogue's hair, "Thank you by the way."

"I just wanted to help, figured that you would try to calm her mind." Angela says softly, "I'll head back to bed now."

"A-Angela wait," Rogue looks to Xavier, "Let her sit in."

"Are you sure?" Xavier asks.

Rogue nods, Angela slipping in and finding a seat, Kurt looks over at her and whispers, "You tried to help her too?"

Angela nods, Xavier raises a brow.

"You sure this isn't gonna hurt?" Rogue wonders timidly.

"Yes. Now, please, just concentrate."

Back in the dream it is a replay of the earlier sequence. But as the baby falls the figue closes in on Rogue, it's Magneto.

Rogue continues to cry, "Why?! Why?"

The dream jump cuts over to the river, Rogue reflecting in the water is blue skinned with red hair, Mystique. She watches as a kindly couple pick the baby from the river, they smile and take him inside despite how he looks, Mystique turns away.

"Well, did you see anything else?" Kurt asks as they return to reality.

"Apparently, Rogue, your dream isn't a dream. It's a repressed memory, not just your imagination." Xavier explains.

"But if I'm in it, then why is she having the dream? Shouldn't it have been mine?"

"Yeah, professor, what's going on?" Rogue wonders.

"Well, I'm not quite certain. You must have absorbed the memories of someone who, indeed, knows about Kurt's past."

"She touched me! back when we first met, remember, Rogue? Maybe you got those memories from me."

"You were just an infant in the dream. It is possible that you could have memories that far back."

"Probe my mind now, professor! To find out more! Maybe I've got more memories about what happened later."

"Yes, that might help, but-but not tonight. We've had quite enough excitement, I think, for now."

"But, professor!"

"Tomorrow, Kurt, after school. I promise."

Kurt sighs, and everyone starts to leave, Jean hanging back a moment with Angela, "How did you know you could save Scott and the others."

Angela pauses looking away as she rubs her arms, "I-I wasn't...It's just."

"Angela," Jean says turning her to force eye contact, "Please Angela."

"W-Well after Marlene's attack failed to k-kill Juggernaut I figured there had to be a out. IT must have been a cascade effect. Destroy the Y and the rest unraveled. But The Juggernaut doesn't unravel that easy. So I hoped if I forced in a second X I could stabilize them, so I injected one of my own. Then when it came time to change them back I injected Chris' Y then just made some cosmetic adjustments."

"S-So their not really back to normal."

Angela looks away, "I-I'm sorry...no...Their more like brothers...They have the same Y as Chris, now. But that won't really influence anything..." Angela smirks, "Unless one of them decides to marry me and be a father to my children. But I'm not really interested in that you know."

Jean nods, and smiles.

Angela looks away, "It's the best I could do."

Jean looks thoughtful a moment, "C-Could you do it to the others?"

"Jean?"

"I don't think this is the last time Marlene and us are going to clash, Could you build in some preemptive protection with the boys, make sure their Y is protected?"

"I'm not sure," Angela looks reflective, "But I can try."

Jean continues her train of thought, "And Scott, Tod, and Fred, if you had a sample of their undamaged DNA?"

"W-Where?"

"The blood vault, remember Xavier has is donate a pint every 3 months, because of our mutations if we need a transfusion we not not be compatible with anyone but ourselves."

I think I zoned out on that lesson," then she smiles, "But yeah, that should work."

The next day at school in Ms. Darkholme's office the Professor confronts her, "You've been carrying a terrible burden for many years, Mystique. Rogue's recent contact with you seems to have given her some of your darker memories- nightmares about a very unfortunate incident involving an infant."

Mystique narrows her eyes, "You're fishing. You know nothing."

"I know about your relationship with the boy, Mystique. What I don't know is what Magneto did to him. Why did you run that night?"

"Dear, dear Charles, how incredibly frustrating for you to realize that that amazing mind of yours knows so very little, really."

"What were you to up to in that dreary castle? Was it worth the loss of your son?"

Ms. Darkholme freezes as the memory flashes though her mind, 'Monster! What have you done to him?!' she turns glaring angrily at Xavier, "No! Get out! Get out now!"

"And just in case you're curious, he turned out to be a very fine lad." Xavier says rolling toward the door. "Logan, I've got the coordinates."

'Fire away.' Logan responds as he takes off in the X-Jet.

In the halls of the school Rogue is making her way back to the Institute as Kurt rushes ahead, Rogue catching up to him, "Hey, Kurt, wait up! What's the rush?"

"You know. Prof said we'd look for more answers after school."

"Right." Rogue pauses looking cautious, "You sure you want to know?"

"What? Of course! Hey, wouldn't you? I mean, haven't you ever wondered who your real parents were?"

"I guess so. Yeah, sometimes, but Irene was always a good mom to me. I mean, sometimes she could be real strict and all, but..."

"My adoptive parents were great, too, but I always felt that they were keeping something from me. whenever the subject of where I came from came up, they were always vague. They never mentioned anything like the stuff in your dream."

"Maybe they didn't know. Or maybe they were just trying to protect you."

"How, by hiding my own past from me? Listen, maybe you can live without knowing, but I've got to know the truth about my life! I'm outta here!" Kurt turns off his Image Inducer and ports away as Scott walks up.

"Man! What was that about?"

"He's still really worked up about last night."

"Ah, well, we'd better go find him."

A student who was near at his locker slips away, around a corner and shifts into Ms. Darkholme, looking sad.

Outside the school Mystique meets with Pietro, "Are you sure about this? I mean, I've seen the defenses they've got around that place."

Mystique looks sternly, "Don't worry. You're fast enough. You should be able to get in and out of there undetected." handing over a envelope.

"Why is it so important? I mean, what are you telling that blue-furred freak?"

"Nevermind. That's none of your business. Just deliver it!"

Pietro speeds off.

In the mansion Xavier is in his office communicating with Logan via conventional radio.

"Looks like this is the place, Charles. I'll set her down in the woods nearby, go in on foot." Logan explains as he brings the X-Jet to position in the woods.

"Good. Keep me informed."

"Right. Logan out."

The professor pauses, as he turns away toward the door, 'Quicksilver.'

"Hey, who opened a window?" Kitty grouses as a wind blows past her.

There is a knock on Kurt's door, he is hanging upside down looking at a picture of him as a kid with his parents they look happy but Kurt is introspective. At the knock he ports to the door, kneeling and taking the letter, opening and reading it.

'if you want to know the truth, come to the new mall construction site at sundown. Come alone.' he reads, then pauses for thought a moment, "Why not?" and ports out.

Scott knock on door a moment later, pushing it open, "Yo, Kurt! Professor X says he may have some info-" and stops seeing it empty getting concerned, "Kurt? Kurt!"

Angela knocks on the Professor's door, "Professor."

"Come on in Angela." He says calmly, "I've been expecting you."

She finds a seat, "Y-You have?"

"Your going to make a offer to help me walk, isn't that right."

Angela gasps, "H-How do you know. I thought my mind–"

"It is, but the others are not, you have created quite the buzz, did you really think I wouldn't have noticed."

Angela looks down at her feet, "Actually I did."

Xavier rolls over, holding Angela's hands in his own, "What else can you do, I won't tell anyone else. But I'm your teacher, I just want to help you fill your potential."

"I-I don't know." Angela says unsure, "I can fix my body, any body. Enhance it. I haven't really tried to go further...except."

"Except?"

Angela rose her hand, a small arc of electricity, like static jumped between her fingers, "After we were trapped I wanted to get electric powers."

"So you would never be in a situation like that again?"

Angela nods, "And I knew that there was electricity in the brain, figured maybe I could enhance that. But it's proven impossible. The best I can manage is Static Cling Girl."

Xavier smiles, "Angela...Chris, you are Chris as well aren't you."

She nods.

"I think we had you mutation figured all wrong," he pauses, "Though I suspected from the beginning."

"The psychic static?"

Xavier nods, "That's not common in physical mutations but telepaths like Jean and I."

"I'm a Telepath?" Angela says in surprise.

"A Biokenetic at least, a Psychic who specializes in the flesh. When you use your power your are using the power of your mind, that is why there is static." Xavier looks thoughtful, "But this new development, this electrokenisis makes me think maybe you can do anything you put your mind too...Your not a Biokenetic your a psychokenetic, Angela," Xavier hold her hand firmly, "IF you put your mind to it you could do anything. But there are risks. And I'd like to help you...If you'll trust me."

Angela nods, now cupping her own hands over Xavier's, "But first." her eyes closing.

Xavier smiles, letting a few minutes pass and Angela opening her eyes. Both eyes moving to Xavier's feet as one starts to move, Xavier smiles widely.

"Thank you Angela."

She smiles wider, "I'm just glad I finally found someone I could help...Need some time to recover my energies but then I can repair the atrophied muscles."

Xavier smiles, "This is fine, I will do physical therapy on my own, besides a instant cure would seem far too suspicious."

Angela nods, "R-Right." and rises to leave.

"And Angela," Xavier says getting her attention, "Thank you."

Angela smiles.

Pietro is on a pay phone somewhere in the city, "That's what the note said, I'm tellin' ya. She's gonna meet that little blue creep tonight. And that Wolverine guy and the blackbird were gone, just like you said."

"Hmm. As I feared. Good work, Pietro. Now I need you to do something further for me. get the others and intercept Nightcrawler before he gets to Mystique. She must not tell him what he wants to know." Magneto says turning his attention to his monitors and Wolverine moving toward the castle, "I have to take care of a visitor."

Logan is outside the castle scaling the walls with his claws as he makes his way toward the lab, kicking open the doors, the place is a wreck.

"Hmmm."

"Wolverine, report." Xavier asks over the radio.

"It looks like I was expected. I think this place was some sort of..." he sniffs the air, "Genetics lab or something, but whoever was running it pulled out recently. Real recently. Huh?" he notices a a bomb and turns for the window making a running leap, "Sorry, doc, I gotta sign off now!"

BOOOOOOOOOOM!

Back at the mansion Scott tracks down Jean in a hallway "Jean! Kurt's taken off. The professor wants us to check out his room."

"So what are we looking for?"

"I'm not sure. Professor X seems to think Kurt might have had a visit from Pietro this afternoon."

"Quicksilver? Here? But how?"

"Hey, you know how fast that dude moves. And I guess he'd get past the mansion security with no problem."

They move to Kurt's room to look for clues.

"Oh, no. Scott, look at this." Jean says picking up the note.

"Get the others. We gotta move."

At the construction site Kurt ports in, "Ok...so I'm here."

Mystique appears in a familiar cloak, "Hello, Kurt."

"Huh? You! You're the one in Rogue's dream! Who are you? Why don't you show yourself?"

Mystique rolls back the hood, "You already know me... son."

"No! No, it's impossible! What happened to me? Why didn't you-"

Nala drops in with the rest of the Brotherhood.

"Whoa. Far as you go, fur boy. This conversation's over." Quicksilver interupts.

"Get out of here, all of you!" Mystique growls.

"No can do, boss lady. We have higher orders."

"Whoa! What kind of game is this, Mystique?" Kurt protests as Quicksilver knocks kurt into a sand pile.

"Aah! Ha! That was easy."

"Wrong! It just got hard!" Scott says arriving with the X-Men.

"I don't know how your survived," Man-Eater says, eyes flashing, "But that just means I don't need to hold back."

"Man-Eater no!" Mystique screams out.

"Marlene no!" Angela shouts, reaching out to her as She blankets the X-Men in her power, the men collapsing, her gaze cutting to Jean, "Jean help me! Shadowcat (Kitty), Sub-Zero, The Cat, Take care of the Brotherhood!"

"Rogue, over there!" Jean shouts to Rogue who pursues the fleeing Mystique.

"I see her!" Rogue breaks into a run after Mystique, "Going somewhere? Me and Kurt have a few questions we need you to answer."

"I'm afraid it's too late for answers. Far too late." Mystique says with tears in her eyes.

Rogue shifts to wolf form and pins Mystique, then shifts up to hybrid form, "Not so fast."

"Oh, oh, ohh! Oh!" Mystique counter morphs into a crow and flies away.

"So the dreams Rogue was having were really Mystique's." Logan says to Xavier as they sit in Xavier's office with Jean there.

"I'm afraid so. Rogue must have picked them up when she touched her. Mystique may very well be the boy's mother, but we may never know the truth now." Xavier pauses, "There was nothing left of the lab?"

"Nothing. Whoever was running it didn't want us finding anything, but before it went kablooey, it looked like the kind of place Dr. Frankenstein might've been comfortable in."

Xavier's vice drops low, "Genetic experimentation on mutants... I hadn't realized that he was willing to go that far. And poor Kurt."

"So when are you going to tell Kurt about all this?" Jean asks.

"I'm not so sure the elf needs to know. At least not yet. Some of this stuff could be pretty damaging." Logan muses.

Xavier nods, "I agree. At least not right now. Kurt is going to have enough trouble recovering from Marlene's attack."

Kurt and Rogue are sitting on the balcony upstairs.

"I-I still can't believe it. Mystique is my mother?" Kurt says introspectively.

"Listen, Kurt, who really knows? I mean, that's one seriously disturbed lady. Maybe she's just messin' with you."

"I guess, but there is a certain resemblance."

"Hey, look, that doesn't mean anything. Let's just wait till the prof finds more answers for you. Then you'll know for sure."

"Somehow, I think he already knows more than he's willing to tell us."

"Maybe," Rogue pauses thinking back to Angela, "but somethings are harder to say then other, give him time."

Kurt reflects back on his midnight sessions with Angela, and sighs "Yeah, sure."

"And listen, Kurt, I really do know what you're going through. We'll both keep looking, and we'll find our answers together someday. Ok?"

"Yeah, ok."

"Hey, it's late, we should get some sleep."

"Sweet dreams, Rogue."

She smiles, "I think tonight that's possible."

"Take a break Angela," Xavier says rolling into the medical wing where the new X-girls are sleeping.

Angela's eyes are sunken, her skin pale as she lies slumped over Scott, recently restored to male form, she winces as Xavier speaks, "I-I need to f-finish fixing them."

"Jean and I can keep them asleep, while your rest yourself. Get your energy back."

Angela nods weakly as Jean comes in, Telekinetically lifting her up and carrying her out, past Tori, Kitty, and Greer.

"Guess my secret is out," Angela whispers.

"As far as they know," Jean says as lowers Angela and helps her walk, "you have powerful healing powers, no more."

Kitty runs up offering a second shoulder to Angela, "You were, like, amazing back there. How did you know you could do all this."

Angela can't must the energy to look at Kitty, "I don't feel amazing."

Tori joins next, joined by Greer, lifting Angela's legs to help carry her, "Pushing one's limits can be amazing and exhausting," Tori smiles, "You just get your rest."

"Don't worry we won't tell the boys they spent the night as a fairer sex," Greer smirks.

Angela's head drops as she passes out, the girls chuckle.

Over to Bayville the next day Ms Darkholme is is staring out her office window. A girl gets out of her mother's car.

"Thanks for the ride, mom. See you after school." the girl sharing a hug with her mother.

Ms. Darkholme frowns.


	12. The Cauldron

**Episode 12: The Cauldron**

Smallville Kansas where a simple looking farm resides. Xavier arrives with Scott in Xavier's car, Pulling up to the driveway. Scott opens the door first and exits, Storm next in the driver's seat. While Storm removes Xavier's chair from the trunk of the car Scott helps Xavier stand.

"It's amazing to see you walking Professor."

Xavier smiles as a young man appears behind them helping push Xaiver's chair into position, "Here let me help."

Xavier sits turning to the young man, "Clark Kent I presume."

He nods, "Are you Charles Xavier?"

Xavier nods, "May we come inside?"

"I still don't understand what your school can offer our son," Johnathan Kent asks suspiciously.

"Xavier's School for Gifted Youngsters is a place for...unique...individuals to get support and training with their unique gifts."

"Clark is just a normal boy, what kind of gifts are you talking about." Martha protests.

Xavier puts his hand to his temple, 'I think you know exactly what kind of gift we mean.'

All the Kent's gasp.

Scott looks around, "Perhaps we could move to the barn, Ororo and my gifts are not quite as subtle."

The Kent hesitate a moment but eventually relent the party moving out to the barn where Scott tips his glasses, a optic beam blowing up a haystack as Storm summons a small rain cloud to refill some buckets of water.

"What? H-how?" Clark is stunned silent.

"The X-Gene expresses it's self in many varied ways, often with disastrous results. My school was founded to help these gifted youngster learn control and to harness their powers for the good of man kind."

"It all sounds very nice but Clark–" Johnathan starts protectively.

"I appreciate the offer but I can't go, there are to many responsibilities here fir–" Clark starts to say.

"I really must insist," Xavier say steepling his fingers, "Just how many of these 'meteor freaks' have you helped. Your concern is good but rather then simply stopping them and temporarily neutralizing their powers wouldn't it make more sense to help them through the psychosis? Teach them control of their powers and not be controlled by it."

"How dare you read our thoughts!" Johnathan says aghast, "Get out."

"It's not what you think," Xavier interrupts, "Do you really think your the only ones in Smallville who have noticed the trends, half the town has suspensions, that much psychic feedback is hard to ignore."

Before anyone could react the barn doors blew open, Kat and her gang were there. As was Magneto.

"It is time to decide who is the real Weather Witch, Storm." Kat growled.

The tractor came to life, twisting into bonds as it pinned Scott and Clark, storm clouds building as Kat summoned winds to blast Storm and she countered with lighting.

"Magnus," Xavier said in a soft voice, "What is this about?"

"A new age for mutant kind, a trial by fire."

Xavier's chair lifted up following Magneto, he turned back to look at Scott, "Will you come peacefully Summers?"

"And why would I do that," Scott said as he reached for his glasses but had his arms pinned.

Clark's eyes started to glow red.

"Brother...is that you?" A blond haired teen stepped into view.

"A-Alex?" Scott's voice strained, "Y-Your alive?"

A burst of heat vision from Clark cut through the steel bonds as he dropped to the ground, then running at a high speed he evacuated his parents back to the house, as they looked back they saw Magneto fly off with three steel balls behind him.

Clark looks to his parents, his mother nods, "Go Clark." Johnathan says as Clark runs back to the barn only to see Kat barley conscious.

"What just happened? Who is Magneto?" Clark wondered his eyes focusing as he peering at Kt with X-Ray vision, "No broken bones, that's good. Don't worry I'll get you to the hospital."

Kat hissed, "No hospitals. I'll be fine."

"But."

She hissed again, "I'm not letting some doctors cut me up!"

Clark watched the metal spheres vanish into the distance, and hefting Kat into his arms speed off after.

Earlier, Hawaii, the beach, two surfers watch as Alex lounges out on the ocean on his surfboard.

"Alex! I don't see him."

The second surfer point out to sea, "There he is, lounging, the bum. Wanna paddle out there?"

"Nah. He looks like he just wants to be alone."

"We'll catch up to him later."

Alex continues hanging out on his surfboard as the two surfers wander off. Beneath the surface a shark moves closer, rams Alex's board tipping him into the water.

"Huh? Hunh!" Alex's hands begin to glow red, and blast the shark, it sinks away into the water. "Ah...man... what is goin' on with me?"

As Alex washes up on shore Magneto floats in behind him, "I know the kind of pain you're feeling, Alex. I once had it myself."

"But...wha? What? Where did you come from?"

"I've just arrived to see you because I know-"

"You don't know nothin', man! Just back off! Creep."

"Your bones, they burn. Your hands ache. The pressure in your head. I can give you relief and answers. You never have to feel pain again."

"You some kind of doctor?"

"No, Alex. I am Magneto. And I have come to offer you sanctuary."

Back to the mansion Mystique talks into a radio, overlooking the main doors, "Still on target, it's time to make your move."

Lance responds as he shakes the grounds tearing open the gates, "Time to prove who is top dog once and for all."

"What is going on?!" Kurt says leading the X-Men outside.

"It's Lance Alvers and his buddies!" Kitty announces.

Mystique slips inside as the two teams square off, "I'll slow him down!" Tori says tossing a ice patch at the Brotherhoods feet.

"Now, avalanche!" Quicksilver shouts, the ground shaking again.

Tanker charges, Blob intercepts, catching her fist, "Grrr! Come here often? Nala?"

"Let's party." Lance says setting off another tremor.

Logan arrives pulls his bike to a stop at the ruined gate, sniffing the air, "Sabertooth."

Sabertooth leap down from a tree, but Logan dodges, "Hmm. You look tired. Why don't you take a nice long nap."

Logan growls, "Give me one good reason to gut you Sabertooth."

Sabertooth growls, "No holding back Logan, not this time, it's time to prove who deserves it, which actually suits me just fine."

"Deserves what Creed!"

"Evolution!" Sabertooth lunges at Wolverine.

Mystique huffs, "I shouldn't have to prove myself, not after everything I have done to for him."

"I don't know why you have started a war on the front lawn," A large man swung off the stairs and drop kicked Mystique, "But you are not welcome in this house Mystique."

Mystique got to her feet and charges making a high kick, the man knocked her feet out from under her, "Who are you!"

"Hank McCoy, Dr. Hank McCoy, a old friend of Xavier."

"Is this the side you have chosen Toad, a X-Man?" Man-Eater protested.

"After you tried to melt me Marley, yeah, yeah I think so!" He countered spitting slime at Man-Eater, blinding her.

"Look out!" Lance said diving to knock over Quicksilver as Man-Eater fired blindly.

"Thanks Avalanche," Quicksilver says getting to his feet as he charges Angela, "Time to prove yourself, Angel!"

"You know only one of us can win this," Tanker argues and Blob drops on her. But she raises up, muscles straining as she tosses him into a near tree cracking it in half. "And it's going to be me!"

"We could have done this together Kitty," Lance says as he buries her and Kurt under some rocks. Kurt unable to port out fast enough to save Kitty.

"I got you beat, and you know it, Angel! 'Cause I always speed to the top!" Quicksilver quickly buries Angela in a cyclone of dirt.

Rogue corners Man-Eater, "I'm dropping you right here, right now Marlene, before you hurt someone."

Shifting to wolf form she and Rahne pin Man-Eater, her powers doing absolutely nothing to them as Rogue presses her hand to her head until Man Eater passes out.

Toad trips up Lance, as Sub-Zero freezes him, The Cat cornering him "What is going on Lance."

Lance scowls, "It's over." as several metal spheres fly overhead dragging Nala, Quicksilver, Rogue, Rahne, and Toad into the spheres and flying off, another tears of X-Mansion Leaving Man-Eater, Avalanche, Angela, Sub-Zero and Blob behind. "And I'm afraid only mutant's get in."

In the metal sphere Alex and Scott share, "Alex? Is it really you?"

"Man, it's like you came back from the dead! I've had dreams just like this." Alex says hugging his older brother.

"Me, too! But siding with Magneto? He's the bad guy!"

"No, no, no. You got it wrong. He told me all about it. He just wants to show us all something. Something huge. It's going to change things for all of us!"

"All?"

"Yeah, you know, mutants. He told me you were one. And guess what, so am I. see? Check this out. I couldn't believe it. I got these powers growing inside of me. man, I was freaked out until Magneto clued me in. He's great, Scott. He knows so much. He want the light the way to a new future."

"This just doesn't smell right, Alex."

Ahead Magneto flies the spheres up to a giant rock suspended in the sky, Asteroid M. As the other spheres fly past them Magneto lands with Charles on a overlook.

"What is this place Magnus?"

"Welcome, Charles, to sanctuary. Asteroid M."

"What is all of this about?"

"A rebirth. As we speak your X-Men face a trial by fire, as do my own... recruits. Mutant pitted against mutant. One shall lose, one shall win. Only those who emerge victorious shall take their place here on Asteroid M. Once gathered here in this place of solitude, they can then fully realize their mutant abilities, safe from those who might mistreat them."

"Magnus, don't do this. We can introduce ourselves to mankind as friends, not enemies."

"You are an idealist, Charles. I am a realist. It's a dark future that rushes towards us, and we must face it prepared. The gathering is almost complete. Just Wolverine and Sabretooth to go. A storm is coming for mutantkind, Charles. And our resolve must be iron-clad. Side with me, not against me."

"Your invitation begs the question- what happens to those who won't come willingly?" Magneto says leading Charles into the facility.

"If necessary, sometimes salvation must be force-fed." the victorious X-men, including Dr. McCoy are asleep in glass tubes. Xavier gasps.

"Magnus, you haven't saved them. You've abducted them."

"A certain amount of persuasion may still be needed, I'll admit. But for every unbeliever... there is a new convert."

Scott and Alex enter dressed in matching jackets and jeans.

"Scott, no!"

"Scott, I- I don't understand."

"Professor, wait! We're just here to listen, that's all."

Professor X motions to the captured X-Men "What about them? Are they here to listen as well?"

Scott glares Magneto's way, "Ohh! Hey, what is this?"

"Simply a precaution, Scott. Not everyone has the maturity to accept the need for change as you do, not yet."

"Let them out! Now!"

"I will. We just need to proceed cautiously. Trust me. they are perfectly safe."

'Are they safe, Scott? Are any of us safe? I know this man well. His motives cannot be trusted. He's bitter-' Xavier starts to transmit but Magneto catches wind tossing Xavier into a tube, Xavier quickly changes targets 'unh! Logan! Logan, lose the battle! Magneto is-'

Scott moves to blast the tube, Magneto intercedes.

"No! Do that, and he'll not survive the decompression."

Scott gets ready to remove his glasses, "Yeah? Well, odds aren't that great for you, either."

"Hey, hey, hey, Scott, come on, man! This is no good. They're having a little time-out. So what? Look, I don't get it either, but no one should be getting hurt here. You can't blame Magneto for being careful. And all I know is he just wants to help, and I need his help. So, come on, holster that thing, would you?" Alex begs.

Scott sighs, but relents "Ugh. I don't like it."

"But your brother is right, Scott. I'm not your enemy, nor am I Charles'. Very soon, you will see the truth."

Logan pauses as he get's Xavier's note, Sabertooth taking the upper hand and knocking him on his back, 'Argh! Lose the battle? I don't get it, Charles.'

Logan rebounds and growls, pouncing Sabertooth, 'Rargh! Grr! I know about Magneto.'

'Huh! Then you know I'm the one who belongs at his side, not you.'

'You're right. Not me.' Logan retracts his claws and stands still.

Sabertooth smiles and knocks him into the wall, as a sphere comes and picks up Sabertooth.

Kitty leads the remaining X-Men into the mansion, "Dr. McCoy? Dr. McCoy!"

"He's out. Can I take a message?" Mystique say slipping in.

"Ha! If you're still here, then that means you're a loser, too!" Lance taunts.

Mystique growls, "Don't ever call me that!"

"What are you here for...mother?"

"Simple truth. Nobody discards me, especially not Magneto after all I've done for him. So, I'm paying him a visit. We can go together, or I can go alone."

"Oh, you won't be alone. If Magneto's got our friends, then we're going after him." Logan says storming in.

"Good. But I know the man, so I'm calling the shots."

"Heh! Then get your own ride. X-men, let's go." Logan waves to the X-Men who seperate from Marlene, Mystique, and Lance"

Mystique growls, "Oh, all right, fine! But I expect to be consulted."

"Wait, before we go," Tori says, "We have one more X-Man to pick up."

Shortly in the hanger Logan leads Mystique, Lance, Marlene, Kurt, Kitty, Greer, Tori, Fred, Angela, and Sektor into a new aircraft, "Welcome to the first test flight of the XM-Velocity."

Up on the asteroid Scott and Alex are talking as they wait for Sabertooth to arrive.

"Scott..."

Scott holds his head a moment, a memory flashing through, him and Alex younger. A crashing plan, they leap, pull the cords but the two drift apart, "Ahh!"

"Are you ok?"

"I'm just... I don't know, remembering."

"Yeah. Still wakes me up at night."

"I hit the ground pretty hard, and I spent a month in a coma. The hospital said I was the only one who made it. I wanted to be there for you, Alex. Really, I did. I'm sorry."

"Hey, don't sweat it, you know? I got along all right. My foster parents are pretty nice."

"What's wrong?" Scott notes Alex rubbing his wrists.

"Ah, man, joints are on fire. I've been to a bunch of doctors, but nobody could tell me what it was. Until today, when I met Magneto. Now I know what I am."

"How has he promised to help you, Alex?"

Magneto floats over, "Not just Alex, Scott, you as well, everyone! Together, we shall embark upon a wondrous renaissance. I invite you to be a part of it. I built it right into the asteroid. Behold the next step in mutant evolution."

Magneto leads them over to the large vault set in the wall.

"What is it?" Scott asks skeptically.

"A genetic enhancer. Perhaps you've heard of the legendary Gems of Cyttorak. Well, they do exist. Once believed to possess mystical properties, these stones actually emit a very distinctive radiation."

"Hey, wait a minute! You mean you're gonna nuke us?"

"I'm going to _evolve _you! To finish your growth. No more pain, Alex, and no more hiding behind that visor, Scott. Your powers will be fully realized, giving you complete control."

"What about them? I want 'em released." Scott motions to the captured X-Men.

"They will be, but only after you've gone through the transformation. I want them to see what I'm offering. And it is an offer, Scott. I won't force you to go through it."

"We're supposed to just trust this thing works? You go through it, then."

"I have. I'm fully advanced. But why don't I provide you with a real firsthand demonstration."

Magneto motions with his hands, calling over Sabertooth, Quicksilver, and Nala.

"Sabertooth," with a motion the vault door opens, and Sabertooth enters the machine, the door closing behind him, "In a few moments, he'll emerge...reborn."

The XM-Velocity Logan cheers for the pilot's seat, "Hh! Oh, yeah! This thing cooks!"

"Hear that metal straining? We're breaking up, I know it!" Lance says as he tries to hold down his lunch.

"Couldn't be. This crate's built without an ounce of metal."

"None? That means we're flying in what, cheap plastic? I need an airsick bag." Greer remarks.

"I've got something huge on scanners. Asteroid m... 463 miles and closing." Mystique navigates.

Back on the asteroid Sabertooth emerges looking bigger, buffer, furrier and with digigrade feet and fangs befitting his name.

"For some enhancement will prove subtle, such as Sabertooth, stronger, faster. For others the effects will be more pronounced. Boys... it's time to reach your full potential."

"What do you think, Scott? I want to, but... but not without you."

Scott nods as Magneto opens the chamber.

"Hey how about letting me go first, we're your Brotherhood! We should have priority."

Magneto smirks, "You may all enter, together." as he frees the captured X-Men.

"Scott, no! Don't!" Jean pleads.

"What are you planning Magnus." as he glances over to Scott, "Get out of there, please! There is more here at work then is obvious!"

Scott moves to leave the machine, but Magneto slams the door, locking in Alex, Scott, Pietro, and Nala.

"Too late, Charles. He's mine now." Using his powers he pins the X-Men to the walls, "You must really trust me Charles, they will need this if they are to survive what is coming next."

"And that is?" Jean demands.

A figure appears wearing a white tunic and straw hat, "Mortal Kombat, of course."

Inside the conveyor of the machine.

"Alex? Huh? Huh? We have to get out of here." Scott tries to turn and leave.

The machine kicks in.

"Come... The world awaits you." Magneto's voice projects inside as lights fill the area and they are locked onto their platform with foot shackles.

"Mortal Kombat? I thought that was every 100 years," Charles protests.

"New terms have been set, and if Earthrealm is to survive it's champions must be at their very peak." the white tuniced man explains.

An alarm sounds at the chamber opens, a Older version of Scott, Alex, and Quicksilver emerge.

"Pain's gone." Alex comments rubbing his wrists.

"Aircraft!" Sabertooth growls.

"Really. Let's see who it is." Magneto says waving his hand to bring some monitors to life, seeing the XM-Velocity, then waves his hands again, "No metal!" he smirks, "Very clever Charles.

Magneto turns to Alex and smiles, "And you shall be called... Havok." then to Scott, "Go on, Scott. Show us the color of your eyes."

Scott removes his glasses, his eyes visible for the first time.

"Go now, show your friends here, we do not have much time. They have managed to make it here on their own, I will extend the same invitation."

Scott nods as he leads Alex off, Magneto magnetically moving the next set of X-Men into the chamber, Jean resists, but his power is overwhelming.

"What wasn't there a 4th one," Sabertooth growls.

A monster, some terrible mix of Juggernaut and a lion leaps from the chamber roaring, "Nala!" Pietro says with alarm, "What did you do to her!"

"I...I don't know, this is unprecedented, "Magneto releases his hold on the others, "Quick we must stop her before she brings this entire asteroid down around out ears." Nala was already tearing huge chunks out of the walls and hurling them at the others. Blob moves quickly deflecting them with his body as the rest of the team arrive.

"Raiden!?" Sub-Zero exclaims as she sees the white clad man.

Just then Clark speeds join with Kat nearly fully recovered, "What is going on here."

"Subdue that beast, before she wrecks the chamber!"

Mystique spies the chamber slipping away and into it as a all out brawl opens on Nala.

"Ung! She's as strong as the Juggernaut!" Fred grunts.

Lance starts rocks tumbling to get the beast off her feet, as Toad blinds her with some slime and a tongue leg trip.

Man-Eater blasts it with everything she has, it does nothing, as the beast tears up the floor and tosses it at her, But Kitty passes them through it in time.

Kitty moves quick phasing the beast into the floor but she tears her way out.

The chamber opens as Mystique slips out, larger and scaled, Magneto notes this and floats over, checking his machine, "Everything looks normal, what went wrong."

Raiden's eyes spark a moment as he teleports over by Magneto's side, "there is a outside influence around the girl, a mystical force is tied to her, it must have altered the process."

Magneto nods ensnaring Lance, Fred, Toad and Man-Eater in steel beams and forcing them into the chamber.

Kurt ports around, keeping the beast distracted and Clark charges forward, body checking the beast, "Get everyone to safety This place is coming down around us!"

"No" Magneto demands, "I must enhance everyone I can, we can't let Earthrealm fall, we need as many warriors as we can get!"

"Sektor your with me! Keep this place intact," tori shouts and she fires off ice blast to secure cracks in the asteroid."

"Understood," Sektor nods as he fire energy nets to do the same.

Fred, Lance, Toad, and Man-Eater emerge next and rejoin the battle as Magneto grabs and throws Kitty, Kurt and Clark in next.

Jean lifts the beast off her feet, as Angela hurries around healing the injured, while Kat (and her thugs) and Storm hit the beast with everything they have got.

"Jean, Angela, Kat, Storm your next!" Magneto says roughly switching them to the machine as Kitty, Kurt and Clark rejoin the fight.

Clark matches her blow for blow while using heat vision and ice breaths to slow the beast down.

"Need to borrow some power and you seem to have plenty to spare," Rogue says coming up beside Clark.

He looks confused but nods, "Go for it."

She touches he shoulder as Fred body checks the beast again.

"This place is coming apart at the seems!" Tori shouts. "We're gonna crash!"

A large segment of the asteroid breaks off as Jean, Angela, Kat and Storm emerge, Jean grunting as she immediately expands her power to hold the asteroid intact. Magneto grabs Rogue, Hank, Tori, Greer, and Rahne next flying into the chamber with them.

"We are out of here." Raiden says as lighting cascades around them those not in the the chamber and they vanish. The beast howls as Asteroid M comes apart around her crashing to the ground.

"Nala!" Marlene cries out.

Some distance away Raiden reappears with the others as metal sphere shoots from the asteroid, as the asteroid crashes to the ground into shards. As Magneto's sphere lands with the others he emerges with the Gem of Cyttorak in hand.

Before anyone else can react the sky darkens, Raiden's voice getting lower, "Mortal Kombat begins."

As the rubble settles a figure digs through it, a well built man with a skull over his face until he uncovers a furry arm, Nala out cold as green energy swims around her, "It's not over for you my little kitty, not by a long shot."

Nala digs herself free, dropping to her knee with a bow.

"Who is your master beast?"

"You, Shao Kkkhan."


End file.
